Shades of Gray
by Zephyros-Phoenix
Summary: REWRITTEN - Follows season 1, TechxOC, minor AcexLexi. Zadavia recruits Skye Wolfe to the Loonatics after Skye's father disappears. With her robotic arm and leg, she becomes a great addition to the team while Tech seeks romantic advice from Ace, who must come to terms with his feelings for Lexi.
1. The Meeting

Hey guys, so for those of you who had originally read this, i'm rewritting it. I just got back into Loonatics Unleashed so i've been redoing the entire thing.

I hope you enjoy it. Let me know what you think!

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"This line of code here calls the method from the class in which this class extends. Now if we want to override a method from the parent class in the child class, what keyword would we use?" asked the professor. He was a tall white bird with long black legs and a red spot on his forehead.

A grey wolf with blond hair sitting among the thousands of human and anthropomorphic animal students raised her hand.

"Yes Miss Wolfe."

"The keyword would be super." She answered.

"Correct as always Miss Wolfe." The professor continued with his lecture while many of the students mindlessly zoned out.

The wolf girl was quite pretty and would likely have many boys vying for her attention, if it were not for her robotic limbs. A childhood accident left her without her left arm and right leg.

Thankfully her father was a lead scientist in advanced robotics. In a matter of days after her injury, he had constructed fully functional limbs that calibrated with her nervous system.

Rehabilitation for her limbs was quite painful but they worked even better than organic arms.

Just then a brown coyote in a white lab coat walked in to the classroom.

"Sorry to interrupt Prof. Krane." Said the coyote.

"Tech! No, no its no trouble at all. Please do come in. Just give me a minute, class is almost done." Said Prof. Krane.

"Please Professor I'm just here to visit my favorite professor."

"Smart and modest. Now what made you want to visit your old teacher?"

"Oh I was just in the neighborhood."

Just then a small robotic bird flew into the classroom through an open window. It was shaped like a small falcon. The falcon landed on the wolf's desk.

"Skye! Skye! Danger! Danger!" cried the little bird.

"Professor Krane. I really need to go. Family emergency." Cried the wolf.

"No problem Skye. Class is dismissed anyway. Everyone read pages 210 to 229 for Thursday."

Skye was the first to leave the class followed by the other students who pilled out of the room.

"So Prof. Krane who was that?" asked Tech.

"That is my best student in the class. Of course she's nothing compared to you but she makes all the other student look like…other students."

"Were those robotic limbs?" asked Tech.

"Yes, she doesn't like to talk about it much but I believe it was a childhood accident that left her like that."

"How did she get the parts? I've read ever paper on everything scientific and I never found anything on robotic limbs. Prosthetic maybe, but not robotic."

"You may have heard of her father: the lead scientist in advanced robotics?"

"Dr. Wolfe?"

"That's the one."

"I didn't know he had a daughter." Said Tech.

"Not many know that she is. She's a lot like you were when you were attending: smart, lonely, didn't talk much."

Tech seemed to be staring at the door that Skye left in before speaking. "Well it was nice to see you again professor but my friends must be wondering where I am. I should get going."

* * *

Skye returned to her home and found the front door open.

The robot falcon stood on her shoulder and looked as worried as she did. Skye walked in and saw tables and chairs turned over, pictures knocked off the wall and glass shattered on the floor.

"Dad? Dad are you here?" shouted Skye, her voice simply echoing through the condo.

The falcon leapt off her shoulder and landed on her father's computer, which despite the destruction evident through the condo, was just about the only thing intact.

"What did you see Arrow?" asked Skye. The falcon's eyes lit up and a hologram of Skye's father appeared.

"Skye I don't have much time. Just listen to me and do exactly as I say. Do not try and find me. I assure you I am fine and safe. Looking for me would only put you in danger.

A lot of people are after my research Skye. Scientists in advance robotics are rare these days and villains need people like me to make their weaponry fantasies come true. Many may be after you as well because you are my daughter.

I took the liberty and creating upgrades for your limbs. Arrow can show you were they are.

Be safe my daughter."

Just as her father finished his message, she saw the door open behind him and a tall figure stood in it. It was far too dark and blurry to make the person out but he did speak, "Hello Dr. Wolfe. It is a pleasure to meet you at last."

The message went blank and Arrow's eyes returned to normal.

"Did dad show you where these upgrades were?" asked Skye.

Arrow instantly flew to her room, which, too, managed to stay with minimal damage. Arrow landed on the ground next to her bed.

Skye bent down and pulled out an old storybook from underneath the bed. "I remember this, dad used to read it to me when I was little."

She opened the book and flipped through the pages remembering each and every story he read her: most of which were about beautiful princesses that married handsome princes.

Even now, she knew stories like these would only ever be stories. Ever since her accident, people shied away from her, her only friend being the falcon, Arrow, that her father built for her 8th birthday.

She flipped the pages to her favorite story and saw two microchips taped to the top of the page. She pulled them out from under the tape. One was labeled "arm" and the other was labeled "leg".

She inserted both chips into their appropriate slots. All of a sudden her arm and legs began acting of their own accord as if they were changing shape.

"That was weird…" was all she could say.

"I'm sure it was Skye." Skye turned and saw a blond woman wearing a red cloak.

"Who are you?" Just as Skye asked the question her robot hand morphed into a blaster. Skye stared at it in confusion at first but then pointed it at the woman.

"Do not be afraid. I mean you no harm." The woman stepped forward and removed her hood. She was very beautiful.

"Don't make me ask again. Who are you?"

"My name is Zadavia. I am a friend of your father's. He asked me to look after you if something were to happen to him and I'm afraid something has."

"How do you know what happened to him? Where is he?"

"I'm afraid someone may have wanted to use your father's skills in robotics for something. As for his whereabouts, I do not know."

Skye seemed to believe her, so she lowered her arm.

"Please, at least listen to what I have to say. You home is no longer safe. Other people after your father will likely look for you here."

"What do you suggest?"

"A comet will strike Acmetropolis in a few years. I'm not quite sure when it will come but it will come soon.

"Excuse me?"

"Please just consider it. I know I sound crazy but I can keep you safe. It's what your father would have wanted."

"I'll think about it. But I'm not moving out. I'm perfectly capable of taking care of myself."

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So how was that for a prologue? Review!!


	2. Skye Wolfe

**Hey I know it's been a while since I've updated. I'm in university now and I'm currently working on my Bakugan, Young Justice and Beyblade fanfics. Those are my top priority right now, but I promise that I will update...from time to time.**

**Anyway, I posted a newer picture of what Skye looks like and trust me she looks much better.**

**I do not own Loonatics Unleashed or Warner Bros. I only own Skye Wolfe and other OCs.**

* * *

**Three years later…**

**Normal POV**

The meteor had struck just as Zadavia had predicted. The result knocked Acmetropolis off its axis and gave 6 lucky individuals super powers.

They were called the Loonatics, led by Ace Bunny. The other members were Lexi Bunny, Danger Duck, Slam Tasmanian, Tech E. Coyote and Rev Runner.

On the downside, the radiation caused by the meteor caused Arrow's body to collapse. Skye managed to recover his consciousness but she still had trouble constructing a new body. She was nowhere near as good with machines like her father was.

Tomorrow would be her graduation from Acme Tech. She would finally be free from the stressful life of term papers and final exams. She would have more time to spend looking for her missing father. The police had given up 2 years ago, but Skye never gave up hope.

As Skye made her way home, she saw multiple TVs in a show window showing a news report on the Loonatics latest adventure.

_'Those guys have it all. No homework or exams and its just constant adventure for them.'_

Within minutes, Skye arrived at her condo, which three years ago was trashed following her father's disappearance. She managed to tidy everything else a week after it happened.

Skye dropped her books by the door and shut it as she entered. All she did that night was think of her father…and how he'd miss her university graduation, not that she could blame him.

* * *

The next day, Skye made her way over to the university for the graduation ceremony.

"Hey what's that?" asked a random student, pointing into the sky.

Skye looked up too and saw something streaming across the sky. _'Hm, what is that? It's too small and too fast to be a plane.'_

"I think it's coming closer. Maybe my prescription is getting old." Said the student's friend.

"It's getting closer…" said Skye, squinting her eyes as the flying object began descending to the ground.

* * *

"Loonatics, we have a problem. A massive robot has landed at the Acme Tech Institute. It is currently in pursuit of one of the students. If that thing continues reeking havoc, hundreds of innocents could be hurt. Destroy that robot before it causes any harm. Zadavia out."

Zadavia's hologram disappeared while the Loonatics put on their jet packs and set off for Acme Tech.

Skye raced down the streets as people ran in terror from the giant robot chasing her.

"Mission objective: capture Skye Wolfe." Said the robot for the thousandth time.

"Man you sound like a broken record."

The robot knocked away several cars into the sides of buildings that lay abandoned by more people running for their lives.

All of a sudden she felt herself being lifted up from the ground.

"Never fear, Danger Duck is here to save you madam." Skye looked up to see herself being carried by Danger Duck, the obnoxious member of the Loonatics.

"I don't recall asking to be saved. Now get your hands off me!" Skye punched Duck in the face. He grabbed his beak in pain, releasing her.

"Duck watch it!" cried Ace. Ace flew down to try and catch Skye, but before he knew it, she was zooming away with rockets in her arm and leg.

"Didn't see that coming." Said Lexi.

"Great, the one damsel I get to save happens to be a fiery, independent cyborg." Said Duck.

Just as Skye zoomed away, the robot too took to the air after her.

"This guy just won't give up will he?" Skye transformed her hand into the blaster and began firing at the robot. The blasts seemed to barely make a scratch on its armor.

The robot stuck out its arm and fired a bolas at Skye, which wrapped quickly around her arms. She lost her balance and crashed onto the ground.

The robot walked up to her and wrapped its giant hand around her body and lifted her up. Skye struggled to break free, but the robot was just too strong.

"Program override." Said the robot. All of a sudden its glowing red eyes dimmed and a soft music began playing.

"That music…" Before Skye could even think of anything else, a red and pink energy beams fired at the robot's back. The robot faltered and let go of Skye.

Tech zoomed in and grabbed Skye before the robot could make another move.

Tech set her down on the street and began detangling the bolas. "Are you ok?" he asked.

"Yeah, I'm fine." Once she was free, she ran back towards the robot that was currently engaged in battle with Slam.

"Wait, it's not safe!" cried Tech.

"Tell that to your friends!"

As Skye ran towards the robot, which was now deflecting Duck's eggs and Lexi's Brain Blast, her hand transformed once more and a long blue energy sword emerged.

She jumped into the air and slashed the robot from its right shoulder to its left waist.

The robot fell after being separated in half. "System shutdown…" was all the robot could muster.

"Well I guess we weren't needed." Said Lexi.

"Great, another chance to show my true glory ruined." Sighed Duck.

"Come on, please don't be damaged." The Loonatics looked over to Skye. She had sliced the robot's head clean off with her sword and changed it back into a hand and was now tinkering with the head.

She opened up the head to further examine the inner circuitry. "Ok so the input and output valves are connected to the main hard drive which leads to the central control system…"

"Uh…Tech, what is she doing?" asked Ace.

"From the looks of it, she's trying to extract something from robot's memory hard drive." Explained Tech.

Just then, a robotic falcon flew down and landed on Skye's shoulder.

Skye was busy holding multiple parts of the circuitry to keep them all from collapsing. She slowly managed to reach in and grab the chip. She held the chip in her hand with a smile on her face.

Before anything else could happen, the chip crumbled into dust and was blown away in the wind.

"No!" cried Skye, punching the ground. "The first sign in years and it crumbles into dust!"

Lights on the Loonatics' COM-links began blinking. Everyone pressed the button and held up their arms as a rainbow light shot from each of them and formed Zadavia's hologram.

"Excellent work Loonatics. The robot has been destroyed and no citizens were harmed."

"Well it was really this girl here that the robot was chasing who is probably the same student you said was being chased by it earlier and it was amazing how she easily took down that robot it was like she didn't even break a sweat." Exclaimed Rev.

"Yes, I expected nothing less from Miss Wolfe." Said Zadavia turning to Skye.

"Wolfe? As in the same Wolfe who's the leading scientist in advanced cyber robotics?" cried Tech.

"That's the one. Loonatics I'd like you to meet Miss Skye Wolfe. And Tech I believe you are already completely aware who her father is." Said Zadavia.

"Zadavia, still as mysterious as when I first met you." Retorted Skye.

"Skye, my offer to you still stands. What do you say?"

"And how could joining your superhero squad possibly help me?"

"How's the search for your father coming? Last time I checked this was the last clue you found since he disappeared and now the first clue in years crumbles into dust."

Skye looked down sadly, knowing that everything Zadavia was saying was true.

"Zadavia, care to fill us in on what's goin' on?" asked Ace.

"Skye's father, Dr. Wolfe, was kidnapped three years ago. It was not put in the news so people simply believed he just disappeared."

"Why would anyone want to take a science geek anyway?" asked Duck.

"Science geek?" shouted both Skye and Tech. Before Tech could say anything else, he saw anger flash in Skye's eyes and flinched.

"SCIENCE GEEK? My father is the lead scientist in advanced cyber robotics!" cried Skye.

"Big whoop, so he's good at being a science nerd." Said Duck.

"Duck I would stop with the insensitive comments if I were you." Said Lexi.

"Why? It's not like I made her ma-Whoa!" Skye grabbed the front of Duck's uniform with her robot hand and lifted him easily off the ground.

"It's because of that 'science nerd' that I actually have a life. If it weren't for him, I'd be in a wheel chair!"

"Y-y-you m-mean..." started Duck.

"He built those limbs of yours?" finished Tech.

"That's right! Now, Duck, insult my father one more time…" Skye dropped Duck who stumbled back while her hand formed that energy sword as she spoke. "…and it **will** be the last thing you ever do."

"Skye calm down." Said Zadavia.

Skye complied and changed her sword back to a hand.

"Now, my offer to you still stands Skye. Would you like join the Loonatics?"

"What?" they all exclaimed.

"I personally do not think we need another teammate. It'll just be another one of you guys stealing my glory!" cried Duck.

"Now hold on there Duck, I think a new teammate could be a good idea." Said Ace.

"Yeah you all saw the way she took down that robot. I'd like having another girl on the team!" Said Lexi.

"Reah! Good fight!" blubbered Slam.

"Yeah with those moves it was like she popped right out of a video game but that wouldn't work because people don't just pop in and out of video games but either way those moves were awesome!" exclaimed Rev.

"Everyone else seems open to the idea of you joining Skye. Please, it's what your father would have wanted." Said Zadavia.

_'Great, she had to pull the "it's what your father would have wanted" card.'_ Thought Skye. "Fine, okay. I'll join. At least it'll keep you off my back about it."

"Excellent. I knew you would come around. Loonatics I trust you will help Skye move in. Zadavia out."

"So Skye I guess we should welcome you to the team." Said Ace.

"Thanks." She replied, shaking Ace's hand.

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**I felt the chapter was kinda sucky, if you liked it review and tell me so :)**

**I'll see if I can update sooner or later, remember I've got three other fics ahead of this one.**

**Review!**

**~ZP**


	3. The New Recruit

**Wow, ok it has been a long time and I've come over with my usual 'suddenly back into Loonatics Unleashed' phase. I've got quite a few plans for this fic so hopefully I'll be in more of a mood to write for this one again. There's just a couple of issues:**

**1. The episodes (almost all) follow a formula: funny intro, Zadavia and the daily bad guy, first round to the bad guy, lose, discover how to beat him, win, funny conclusion. And that's it. Basically every episode follows that formula. Since this fic is just another self insertion, it's going to be quite difficult to break that static setting of the series. I've got some original content planned so hopefully that will bring in some diversity. Also, I'm not going to be covering every single episode. As much as I would like to, I find it would be tedious if it didn't have anything to do with the overall plot of the series and the further development of pairings. **

**2. I feel really bad for Loonatics Unleashed. I personally really enjoy the show. It's funny, cool and well animated. But I can see why a lot of people have problems with it. If only there were more fans of this show. I mean, it combines two of my favorite things: looney tunes and superheroes! It really needs more love and fans. As such, I will start doing some Loonatics fan art, particularly of Skye and Tech.**

**3. Remember Arrow or whatever the name of that robot falcon was? Well, I'm taking him out of the story. Normally, I like to give my OCs some sort of animal companion like in Bakugan and like I did with my Young Justice OC also named Skye, but Arrow's role in this is just not going to work. He'd really either be doing nothing or anything he'd do would just be overshadowed by what the rest of the Loonatics do. So as of now, he's out.**

**4. I want a better title and I seriously can't think of one. So, challenge time: THINK OF A TITLE AND GIVE ME YOUR SUGGESTION!**

**Review Replies: **

**tamersten: **Thank you, hopefully I'll get back into this story and write for it more often. I'm gonna go ahead and say there aren't many Techxoc fanfics out there and most of them aren't the best, but that doesn't mean I'm also claiming that mine is the best. I just feel like there should be more Techxoc content

**Vast: **Thanks, I thought it would be too cliche

**Witch: **Thanks

**Stating: **Thanks, yeah, I've got a lot of changes in my mine right now

**Haine: **Thank you. Yeah, with time and effort, hopefully this fic will be as good TBOS. I agree with you on that. The show needs far more love than it's getting (which isn't that much to begin with) So I hope you keep coming back to this fic.

**Luna: **Thank you, I'm really glad you like it, but there's no need to put yourself down

**Champion: **Thanks

**Dark: **Thanks for checking out my dA. I hope you keep reading this fic :)

**I do not own Loonatics Unleashed, only Skye and other OCs and original content. This fic is not associated with Warner Bros.**

* * *

**Normal POV**

"So this is your HQ huh? Not to shabby; it's almost a hundred times the size of my apartment!" Skye exclaimed in awe. She entered the main room and dropped her bags at her side. She wandered through the room, turning as she went to fully scan her new living space.

"Yeah, it's a pretty sweet place to live," added Lexi.

"You guys realize that this is only a temporary thing right? Me joining?" asked Skye.

"Hey, we understand. It wasn't your idea to join, it was just Zadavia's urging. You're free to leave whenever you'd like," said Ace.

"Thanks, but as much as I hate to agree with Zadavia, be apart of this crime fighting team may lead me to some clues as to where my dad disappeared to," she said, casting her eyes down sadly. "And if it turns out that I like the crime fighting gig, I might stay."

"Dr. Demitri Wolfe right? Oh, I've heard so much about him!" cried Tech in glee. "He's the leading expert in advanced cyber robotics! Nobody can make a machine like he can, not even me!"

"Aren't you modest?" she said with a chuckle and a smile. "I assume you're familiar with my dad's work?"

"Oh, I've read every paper he's ever written and I've been to all of his lectures! I'm a huge fan of him and his work, but I've never seen him create something like you limbs there," he said, pointing to her arm and leg.

"Yeah…it was sort of 'in the moment' when he made these," she said, examining her arm.

"You said that you would be in a wheelchair if it weren't for him. Do you mind if we ask what happened?" asked Lexi, a bit nervous.

"Car accident…well, traffic collision. Calling it a car accident assumes that no one is to blame. I got hit by a car and lost my arm and leg," Skye replied.

"Whoa…so then your dad-" started Ace.

"Yeah, he built these for me so I wouldn't be handicapped. He'd upgrade them from time to time. I'm nowhere near as smart as he is, so I haven't been able to upgrade them for a long time, only the occasional maintenance."

"D-do you mind if I?" Tech asked meekly.

Skye looked at him in confusion but then understood what he meant. "Oh! Uh, sure," she said, holding up her arm for Tech. Tech hesitated for a moment before taking her hand in his. He couldn't help but feel an instant jolt run through his entire body when their hands touched. Sure the hand he was holding was artificial, but that didn't mean that the feeling he felt wasn't real. Tech quickly snapped out of his thoughts and began examining her arm, opening hatches here and there.

"Amazing, even though they're machine, these limbs function like any ordinary body part. There's no electric battery. What's powering it?" Tech asked.

"I honestly don't know. My dad would try to explain it to me, but I never understood it," she answered.

"So what else do your limbs do?" asked Ace.

"Well, I have rockets in my leg and I can change my arm into a blaster and a sword. They were my dad's personal touches."

"Wow, that's so cool. You can fly just like me without a jetpack and you can blast baddies out of the sky and then slash them with your sword like this swish! And then pew pew pew!" cried Rev, imitating a gun's sound.

"Uh…yeah. Does he ever stop talking that fast?" she asked Tech in a whisper while Rev continued babbling on.

"Not at all…trust me, you'll get used to it."

"And if I don't?"

"You'll learn to tune it out and if that doesn't work, I'll make you some soundproof headphones," he said with a smirk.

"That's a really great story, Rev. But why don't you boys shoo while I help Skye get settled in? Just us girls," suggested Lexi.

"Ugh, you could've just said 'girl talk' and we would have stopped listening," said Duck.

"Just ignore Duck," said Lexi, helping Skye with her bags.

"I already was," she laughed in response.

"Hey, I know you said this was only a temporary thing, but I think it would be really awesome if you stayed. It'd be nice not to be the only girl around here," said Lexi as they made their way to the bedrooms.

"Maybe…but, we'll see. Everyone does seem really nice and this tower is amazing!" Skye replied.

"Well, the choice is yours, Skye. But I know you're going to like this job. You'd be surprised what the perks are about saving people everyday."

"I imagine they'd include free food," she said as they both laughed.

"So, this is your room," said Lexi, walking up to a door that opened automatically. There was a bed, desk, closet and several shelves. They set Skye's bags down as she examined the room. "My room's across the hall and the boy's room are down the hall and to the right. Just something you should know, Slam snores…a lot!"

"Thanks. Oh…and do I get, like, a uniform too?" she asked.

"Oh, yes! That's right. I've got it right here. We didn't know what size you were so we just went with my size, but I don't think they're going to cover your robot parts," Lexi said, handing her the black and blue uniform.

"That's fine, it'll be easier to use them when they're not covered," she said, holding out the uniform and examining it.

"Well, you should unpack and get dressed. Zadavia's going to be calling us in about a half hour," she said ready to leave.

"Lexi, wait," Skye said, causing Lexi to stop.

"What is it?" Lexi asked.

"Look, I'm not very good at making friends, especially after my…traffic collision, so I really appreciate how nice you're being to me."

Lexi walked over to her and placed a hand on Skye's shoulder. "Hey, I know you're going to be a great addition to the team. And, if you ask me, the some of the guys aren't slim pickings either."

"Oh, I was under the impression that you and Ace were a thing…" Skye said with confusion, her eyebrows furrowed.

"Wha? No, no, no, it's nothing like that! Ace and I are just friends…teammates!" Lexi babbled.

"I didn't get that vibe. I know I may have only known you guys for a couple days now, but I've seen the way you two look at each other."

"I don't know what you're talking about," Lexi said, brushing it off. "Well what about you? I noticed somebody go head over heels for you as soon as you guys touched," Lexi said with a wink.

"I don't follow," Skye replied.

"Tech!" answered Lexi.

"Tech…the coyote?"

"Yeah, I mean, did you see the way he stared at you when your hands touched?"

"Well, no…but he is really sweet."

"Trust me, Tech is totally into you!"

"Then why doesn't he just come out a say it?"

"Tech's a bit…complicated. He's more of a 'behind the scenes' guy, not so much of the 'in the field.' He spends so much time in that lab of his, I wouldn't be surprised to find him dead in there from starvation," she said, causing Skye to laugh in response.

"Well, we'll see. I did just join the team after all."

"Fair enough."

* * *

"Chief, I need your help!" cried Tech in a whisper, careful not to alert any of the others to his distress.

"Whoa, Tech, slow down. What's your hurry?" Ace asked.

"I've, uh, got a problem," he said, but Ace still didn't understand. "A girl problem."

"Oh! A girl, huh? Well if anybody needs a girl, it's you, Tech!" he said, putting his arm around Tech.

"What would make you say that?" Tech asked confused.

"Let's face it, Tech. You spend all your time in the lab. You don't get out enough! And a girl is exactly the thing you need. So who's the lucky gal?"

"Well…it's Skye," Tech said, nervously rubbing the back of his head.

"Skye? You got a crush on the new girl? Good for you, Tech! I'm sure the both of you will hit it off!"

"But that's the problem, Ace! I don't have any experience with girls! None! The closest I came to even talking to a girl back in high school was if I built a robot!"

"Yikes…I'm gonna be honest Tech, that's not a very good track record."

"I know! That's why I need your help! How do you talk to a girl?" Tech pleaded.

"I get that, Tech, but why are you asking me?" Ace asked.

"Well, come on. I thought that was obvious. After all, you and Lexi-"

"Whoa, whoa, whoa, what do you mean me and Lexi?" he stuttered. "She and I are just teammates, friends!"

"Oh…I thought you guys were, my mistake. But do you have any advice, Ace?"

"Just start with talking and be yourself. Girls don't like it when you lie to them," said Ace.

"Are you kidding? Girls love it with you lie to them. They get mad at you but then they find themselves attracted to you because of it," boasted Duck who suddenly jumped into their conversation.

"Wait, how long have you been listening?" asked Tech in worry.

"Long enough! You're talking about girls, right? And I'm your go to guy! Tech, with my help, I can turn you into the hottest guy in town. You'll be my wingman!" Duck boasted proudly.

"Um…thanks, Duck, but I think I'll stick with Ace's advice," replied Tech.

"Fine, suit yourself!" cried Duck, putting his arms up in defeat.

"Ahem." Everyone turned and saw Lexi and the entrance to the main room. "May I present to you the newest Loonatics, Skye Wolfe!" she announced stepping to the side and holding her arms out. Skye walked into the room, dressed in an identical uniform but with blue trimmings and a blue triangle over her chest.

Tech's eyes nearly jumped out of his head when he saw her. Her long blond hair was tied into a high ponytail like when they first met her. But what caught her eye the most was how the uniform hugged her slim body. Skye wasn't as slim as Lexi was, but she was still physically fit.

"Tech, might want to cut down on the googly-eyes. You're drooling a bit," whispered Ace.

Tech quickly snapped out of his trance and wiped his mouth. "Thanks, chief."

"So, Skye, how does it feel to be a Loonatic?" asked Lexi.

"Pretty good, actually. I think I might like this arrangement," Skye said with a smile.

* * *

**So I know I portrayed Skye as very independent and a little mean, but I really didn't mean for her to come across as that kind of person. She's just defensive since her dad disappeared and has had trouble making friends because of her robot arm and leg. So naturally, I wanted to portray her in her actual personality.**

**Ok, so not only will this fic focus on TechxSkye but also on AcexLexi. But TechxSkye will come first. **

**Next Chapter: The Cloak of Black Velvet.**

**Review! SERIOUSLY I NEED TITLE SUGGESTIONS!**

**~ZP**


	4. Velvet Seduction

**So I'm glad some people are liking this fic. It really motivates me to keep going. Thankfully, I'm still into Loonatics Unleashed and I've got a lot of stuff planned for this story. ****Like I said in the last chapter, it's going to be hard to break free from the static formula of the series and episodes. Remember, this is basically the show with Skye inserted, as are most of my fanfictions. **

**Thank you for all the title suggestions. As much as I loved them, none of them seemed to be 'the title'. Like you know the feeling where you go 'omg, that's perfect' I'm looking for the title that will make me feel like that for this story. And as great as all your suggestions were, none of them made me feel like that. :( So for now, the temporary title will be "Shades of Gray" at least until something better comes along...and I know it will.**

**Review Replies: **

**seeker: **Thank you! I just got back into the series and I'm hoping to hammer through this. Hmm..nice title suggestions, but I feel like it's a bit too long. But thank you anyway :)

**Fox: **haha, thanks. I'm glad you like it.

**Luna: **Thanks, I hope so.

**Stating: **Thanks for all the awesome suggestions. But I kinda feel like a few of them are a bit cliche, no offense.

**Black: **yeah, Duck's not exactly a matchmaker

**Rmac: **thanks, but I'm not really feeling that title.

**I do not own Loonatics Unleashed, only Skye Wolfe and other OCs. Loonatics Unleashed belongs to Warner Bros. and this fic is not associated with it. **

* * *

**Normal POV**

The months that followed went by quickly. In her short time as a member of the Loonatics, Skye had already battled ice-powered Vikings and adorable fluffy creatures that turned into ferocious and terrifying creatures. To say that being a superhero wasn't exciting would have been an understatement. The only big downside to being on the team was a certain water fowl…

"Yes? Hello? I'd like to order the superhero cape and matching boots in hero's light blue. Yes I'll hold," said Duck.

"What are you doing Duck?" asked Skye.

"Ordering some superhero accessories to make myself stand out, you know, in front of the boss lady," said Duck.

Lexi, Ace and Skye walked over to Tech. "He's so into that meditation," Lexi said, marveled.

"Ever since I showed him how to do it. Nothing disturbs him," said Ace.

"Well almost nothing," said Skye.

"This is ridiculous! It's the 28th century. We've got jetpacks, hovercrafts, computer synchronized latte makers, but I can't get a darn signal on the 134th floor!" Just then Duck's phone rang with some annoying horn ring tone, which made Skye and Tech cover their ears immediately.

"Duck shut that off before I jam it down your throat!" cried Skye.

"Hey, at least the ringer works! It's the only thing I've been able to get working properly!" cried Duck in annoyance.

"Have some respect. I'm clearing my mind here!" yelled Tech.

"Please, you'd need a team with hazmat suits to clean out your cluttered mind." Ducks phone rang and he quickly answered it. "Hello? Hello? Ah! I've had it with technology! From now on, I do everything the old fashion way. And why is it only you two who are bothered by my awesome ring tone," cried Duck.

"We're canines! We pick up higher pitches than normal people," shouted Skye.

"You couldn't go one low-tech week without high-tech stuff," stated Tech.

"Oh, really? Well I'm not you mister techno geek."

Tech stood up. "I'll make you a bet. If you can make it one week without technology, I'll buy you that costume myself and if not, then you buy it for me."

"Don't forget the matching boots."

"No problem."

"You're on!"

They shook hands to seal the deal. "I'm a size 13," said Tech, smirking.

"Loonatics, we have a problem," said Zadavia, her hologram appearing. "Someone calling herself Black Velvet has stolen Acme Radar System."

"That directs all traffic coming through Acmetropolis," stated Tech.

"I'm afraid it gets worse. She's also stolen the Acme Super Computer."

"That's the most advanced computer system on the planet! I should know, built it," cried Tech.

"Impressive," she said winking at him causing Tech to blush but thankfully because of the dark room it was hard to see.

"See? This is what you get when you rely on technology! Utter chaos! I am so going to win this bet," Duck said, leaning back into his seat.

"Duck! Pay attention!" scolded Zadavia.

"Yessum…"

"I'm uploading some security footage to you now," Zadavia said as footage of an army in purple and red flooded the screen followed by a beautiful woman dressed fully in black. She was quite attractive and it certainly showed with the males of the team.

"Huba Huba," said Slam.

"She's not _that_ pretty," said Lexi with resentment.

"Nah Slam's right, she's hot," said Ace.

Lexi smacked the back of his head. "Keep your eyeballs in your head."

"It's nice to know where the priorities of the males are," added Skye.

"Attractive or not, she's bad to the bone. Find out what she's up to and stop her before she causes ay harm. Good luck Loonatics. Zadavia out."

* * *

"Ace aren't we going the wrong way? The space port is East and we're heading West." asked Lexi.

"Yeah, but check out the weather. That's how it was before Velvet attacked, which means that's where the action is," Ace replied.

"That's over the Acme Tech Institute," said Tech.

"Great. Home of geeks, nerds and dweebs," said Duck.

"I went to school there," said Tech.

"There's a shocker."

"For your information, I went there to," said Skye.

"You went to that nerd school? But you're a hottie!" Duck exclaimed. Tech narrowed his eyes and glared at Duck with a low growl.

"Uh…thanks, Duck…I think," Skye replied awkwardly.

Ace piloted their craft to the base of Acme Tech by the main entrance. The clouds covered the sky over the Institute. Just as they got out of their craft, a blob of purple energy fell from the sky and surrounded them, darkening the entire area.

"Hey, who turned out the lights? Failed again by technology," said Duck.

"Oh be quiet, Duck," said Skye.

"Tech, got a plan to get out of this situation?" asked Ace.

"Right now Rev has to be our eyes," said Tech.

"Don't worry, Tech, with my built in GPS I've got a lock on them!" replied Rev. "Watch out Lexi, you're surrounded! Slam they're right in front of you, spin straight ahead! No, wait, Slam watch out!"

Slam couldn't stop in time and crashed right into Tech, who fell right onto Skye. Even though they couldn't see each other, they could certainly feel each other's presence and their scent. Their wet noses slightly touched, causing both of them to blush, though neither of them could see it.

"Uh…sorry," Tech mumbled, quickly getting off her before Skye could respond.

"I don't need to see them to kick some butt," said Duck. He felt something touch his back and quickly tried to hit it with his forearm. "Hi-ya!"

"Hi-ya somewhere else, Duck!" cried Ace.

"Sorry…"

"We got what we came for babies. Crush them! I see dark days in your future, Loonatics," Black Velvet cried as she flew back to her ship. The darkness suddenly lifted when they heard a loud creaking noise behind them. They all turned around to see a tower begin falling right over them! Everyone managed to jump out of the way as the tower fell to ground and was smashed into pieces.

"Catch me if you can, Loonatics," cackled Black Velvet. Everyone looked up into the sky as her large, black ship disappeared into the depths of the dark clouds. Everyone piled into their ship and took off after her.

"Picking anything up, Tech?" asked Ace.

"No, they must have deployed some sort of cloaking device. It's jamming our equipment," replied Tech.

"What about you, Rev?" Ace asked.

"No trace, no sign, no mark, no trail, no scrap, no spec, no particle, no nothing," replied Rev.

"I think just a simple 'no' would have sufficed," said Skye.

All of a sudden, everything went dark. "Hey who turned out the lights!" cried Duck. But soon after the darkness lifted.

"Hey, anybody seen Tech?" asked Ace.

"Look!" cried Lexi pointing in the sky.

"Tech!" cried Skye as they all saw him unconscious while Velvet's forces pulled him securely into the ship.

"All right, that does it. You take one of us, you take us all!" cried Ace.

* * *

Tech slowly felt energy returning to his body. Just as he opened his eyes, he heard a woman's voice echo through the dark room.

"Welcome to my shadow paradise." Tech turned his head to see Black Velvet. "I built it as a home for me and my shadow creatures. We can live high in the sky."

As she floated over to him, he tried to move his body, but his arm sand legs were strapped to the board he was lying on. He tried with all his might to break free but he wasn't the physically strong type. He finally gave up and lay down in defeat as Black Velvet loomed over him.

"Beats the rock you crawled out from under," Tech retorted.

"In case you haven't noticed, I'm no common thief." Velvet showed Tech her mechanical-claw hand before pulling down her hood. "I'm not like everyone else. Thanks to that meteorite, my eyes have been permanently scarred," she said, removing her goggles revealing eyes filled with nothingness.

"And you're brains been permanently scrambled!"

Velvet put her goggles back on and turned away. "I can no longer tolerate any light. I've been forced to live here in the darkness for far too long. But now all of Acmetropolis will know my pain! And you're going to help me," she said.

"That's never going to happen. I know what you're up to," said Tech.

"Really? Enlighten me."

"You'll use the Doppler radar to project a curtain of darkness powered by pulses from the light wave eliminator, which will block out our sun and plunge Acmetropolis into an eternal darkness."

"Not bad, I call it the Shroud Caster. Soon, everyone will suffer as I have. But you forget the part where the industrious coyote builds it for me," she said, leaning close to his snout and rubbing her hand through his fur.

"You're dreaming!"

"Not many dogs can resist my charm. Especially an overworked inventor who doesn't get out much!"

"Sorry but I've got another girl in my mind," he said proudly.

"Really? Well that's just a shame," said Velvet as she fired small green rays from her hand onto Tech's head. Tech tried to resist, but soon gave in. "Don't resist baby, let it sink into your mind and take over."

_'Skye,' _thought Tech before he was taken over.

"Now get to work on that machine, baby," she said.

"As you wish," said a hypnotized Tech.

* * *

"There's the ship!" cried Ace. "Slam, do your thing!" Slam ripped off part of a ship and they all jumped in. "Activate night vision," said Ace. Everyone closed their eyes and when they opened, they were glowing red.

"So what's the plan?" asked Skye.

"Lexi, Slam and Rev, the three of you head to the main power grid and see if you can shut it off. The rest of us will look for Tech and Velvet," Ace replied. The team split up and Ace, Duck and Skye came to a dead end.

"Up there!" Ace pointed to a window above them. He cut a hole through the window with his laser vision and they all jumped up. They looked around, checking for any enemies, but saw a familiar figure.

"Hey, Tech buddy, why don't we get out of here and get some sun?" asked Ace.

"Tech?" asked Skye, confused when he didn't answer.

"He's not answering," said Duck.

"Tech only answers to me now. And together we shall plunge the world into darkness," said Black Velvet, opening her cape and blasting them with black rays. Ace fired his lasers back at them, locking them in a stalemate. "Ah, ah, ah, not today Loonatics," she laughed as she pulled out her claw and began blasting at them again.

Everyone managed to dodge Velvet's attacks, while Ace fired back with his blaster while Skye shot with her arm blaster. Velvet held her cape over her body, easily bouncing the blasts off her. She pulled the cape away and fired at Duck, trapping him inside a bubble. Ace tried to get in for a closer shot, but Velvet blasted him before he could pull the trigger, sending him flying as his blaster fell out of his hand.

"Duck, I'll deal with Velvet while you take care of her friends!" cried Ace.

"Righty-o, Ace," he cried, rolling his bubble over her soldiers like a bowling ball.

"Skye! Try and get Tech to come to his senses," cried Ace.

"Ok!" she cried, running over to Tech. _'What should I do? Wait, Lexi said that Tech has a crush on me. Maybe if I…'_ Without thinking, she kissed him lightly on the cheek. Tech's ears and tail shot up instantly as his cheeks turned red.

At the same time Duck exclaimed, "Wait I can wake him." He pulled out his phone and used that annoying ring tone.

"Oh that annoying phone!" shouted Tech, he shouted, pulled out of his blissful trance.

"I could use a little help here, guys!" cried Ace, tied up.

Skye blasted the ropes off Ace, but Black Velvet suddenly blasted them away from the terminal. "Too little, too late. Tech's done his job and now Acmetropolis will live in darkness just as I have!" she declared, pressing the button. The machine suddenly lit up like a thousand Christmas trees.

"Lexi, have you reversed the polarity?" Ace asked through the COM.

"Not yet, Ace! Hi-ya, kya!" she responded with a few grunts, followed by punches and kicks. "Ok, got it!" The machine suddenly started crackling as light flooded the room.

Velvet covered herself with her cape in defense as if the light was causing her physical pain. "My city of darkness! No!"

"I think we ought to get out of here," cried Ace as they began running out of the room as debris began raining down from above.

Tech unconsciously grabbed Skye's arm and pulled her out with him. When they made it out safely, Black Velvet's ship disappeared into a wormhole as the skies became bright and clear once again.

* * *

"Where is Tech? I believe he has something to say to me," said Duck.

"Thanks. I went ahead and ordered them. They're sending you the bill. You like it?" asked Tech, walking into the room with a blue cape and matching boots.

"Blue, my favorite color," said Skye, smiling at him, causing him to blush meekly.

"But those are mine. You were supposed to buy those for me!" Duck cried, pointing his finger at Tech in accusation.

"You used your phone Duck. We all saw you," said Ace.

"But I did it to save him!" cried Duck in protest.

"A bet's a bet Duck," said Lexi.

"Good work Loonatics," said Zadavia, her hologram appearing. "Despite Black Velvet's disappearance, the Shroud Caster has been dismantled and all the parts have been returned to their rightful owners. Oh my Tech, don't you look heroic? Very impressive."

"Why thank you Zadavia."

"But…but…but," started Duck.

"Zadavia out."

"But I'm the one who picked out the cape and the matching boots. I'm the heroic one. Me! Be impressed with me!" he pleaded.

"Maybe you can call her back on your cell phone," said Lexi.

"If you can get a signal," added Ace.

"You know, you're all despicable," said Duck.

* * *

**Ok, so I'm not going to do EVERY scene in the episodes, because I'm lazy and I feel it would be a bit tedious. As such, I also won't be doing every single episode. I already skipped Loonatics on Ice and Attack of the Fuzzballs.**

**I've come up with a couple title ideas of my own, but of course that doesn't mean you have to stop giving me suggestions. So here are my ideas, tell me which ones you like. "Sparks" "Lupus and Latrans"**

**Next Chapter: Weathervane**

**I think you'll like the little change I made to the Weathervane episode hehe.**

**Review ~ZP**


	5. Weather Girls

**Well...I knew this would happen...I'm falling out of my "i got back into Loonatics" again. But, I will not give up! I will see this fic through! Thanks for all the reviews, favs and alerts. Please do not just fav. Favs with reviews mean more to me than favs alone. Although I am sad that this story isn't getting nearly enough reviews as my other ones, though I can't blame everyone since Loonatics doesn't seem to be considered one of the more popular series out there.**

**Review Replies: **

**LANA: **Thank you. I think you'll really like this chapter too ;) And don't worry about the bunnies. This fic and my planned sequel fic will include their romance as well, but it will remain secondary to TechxSkye

**drk: **Thanks

**Spud: **Thanks, and yeah I just figured if the episode didn't have TechxSkye moments/wasn't key to the series plot/wasn't an episode I really liked, I saw no need to do it. And I'm glad you think the changes are good. I'm trying to add in Skye to the series plot without making it too..."heavy"? I guess. Do you know what I mean?

**Champion: **Thank you!

**I do not own Loonatics Unleashed, only Skye Wolfe. This fanfiction is not associated with Loonatics or Warner Bros.**

* * *

**Normal POV**

"Hey is it just me or is it coming down hard outside?" asked Lexi looking out the window.

"Yeah and the wind's getting pretty rough too. Doesn't look like our take-out is going to make it," said Skye.

"Oh great, the TV's gone dead!" cried Duck. "Now I'm going to miss Misty Breeze!" he wailed.

"How can you stand that woman? She's so…" started Lexi.

"Egotistical?" added Skye.

"Exactly."

"Oh please, you girls are just jealous that she's more popular than you two." Said Duck.

"Yeah, that's the reason…" muttered Skye.

"Come on, let's help the guys fix the satellite so you won't miss your precious Mister Breeze," said Lexi. The three of them made their way up to the roof as the rain poured down hard and the wind nearly blew them off the roof.

"How long does it take to fix the gosh darn satellite dish?" cried Duck annoyed. "I've probably missed Misty Breeze's forecast, by now." All of a sudden, a woman with turquoise hair landed in the satellite dish and slid right down grabbing onto the antenna for dear life. "Gasp! Misty Breeze!" he squealed.

"Don't just stand there! Get me down from here!" Misty shouted. She suddenly lost her grip and slid down the satellite and into Duck's arms.

"I'm your biggest fan, Danger Duck, at your service, hot stuff," he said with a wink.

"Why thank you." She said getting out of Duck's arms and striking a pose as if the paparazzi would soon arrive to take her picture. "Don't get too close," she added.

"So how did someone like you end up so far away from a camera?" asked Lexi with a smirk.

"Well if you must know, we were about to broadcast the weather at City Hall Plaza when my useless assistant sent a tornado after me and next thing you know I'm here with Danger Dork," replied Misty with no gratitude whatsoever.

"We better get over there stat," said Ace. They strapped on their jetpacks and made their way to City Hall Plaza in the horrid weather.

"I just don't understand; who would want to harm the wonderful Misty Breeze?" asked Duck, smitten.

"Anyone who's ever met her?" added Lexi.

"Jealous?" he asked.

"We're superheroes, Duck, we get enough attention as it is," added Skye.

"Loonatics," Zadavia's image suddenly appeared on several television screens on the sides of buildings as they continued flying," there have been many reports of strange weather phenomenon materializing all over the planet.

"Not offense, Zadavia, but isn't monitoring the weather more of a job for-" started Ace.

"Misty Breeze?" asked Duck.

"Not this kind of weather. You'll see what I mean when you get there. You better move quickly Loonatics, Zadavia out."

Once they arrived, the weather had calmed down and they found a large van turned over on its side. Slam lifted the van and a dark skinned man in green with yellow shades fell out and landed on his back. He seemed unharmed and was mumbling something as if he were in a trance.

"…Sorry…" mumbled Slam.

"Paula…assistant…script…Misty…wet hair…crazy weather…storm…Misty gone!" he cried.

"I'm gonna need more word there. How about some adjectives or verbs?" asked Ace.

"I've got a verb for you Ace, look!" cried Lexi, pointing to the top of City Hall.

Atop the building stood a blue skinned woman with purple hair, wearing a purple dress with glowing purple eyes. She levitated over the city safely in a glowing oval surrounded by lightning and dark clouds. "Sorry Loonatics, but today's story is all about me!" she shouted. She raised her arms as lightning cracked in the sky. "Back off! Cloud creatures, put these heroes in a fog!"

"That's her! That's Paula!" cried the man, just before running away.

"Amazing!" cried Tech in awe as large titans made of dark purple clouds materialized around them.

"I may be new to this, but I don't think you're supposed to compliment the villain, Tech," said Skye.

"Oh so scary, what are you gonna do? Stop us from getting a tan?" asked Duck, unimpressed. One of the cloud creatures wrapped its giant hand tightly around Duck's body. "Or maybe stop us from breathing!"

"What's the plan, Ace?" asked Tech.

"Kick some cloud!" Ace jumped up to a cloud creature and kicked its face off. Just as he was about to land, the creature swiftly grabbed Ace's foot and held him high. "Hey, watch the foot! It's lucky!"

Slam came running up and bit through the creature's arm, releasing Ace, who fell to the ground. Just as Slam charged at another cloud creature, one suddenly tackled him from the side.

"Now, here's something you don't see everyday. I may be wrong but it looks like they're alive, but how can that be? Clouds are just for making rain, not for striking terror in the hearts of the city," Rev babbled while running around a cloud creature, which slammed its fist into the ground, tripping Rev.

"How are we supposed to fight these things? Everything we hit them with just goes right through them!" cried Skye, shooting the cloud creatures with her blaster, but as she just stated, all their attempts were in vain.

"Well, when someone comes up with a better idea, let me know!" cried Duck, shooting an egg through a cloud creature's head, which only went right through it without doing any damage.

"I think a little fog is in order," cackled Weathervane. She raised her arms and purple fog descended from the sky and surrounded the Loonatics and the cloud creatures. The fog proved to be far more effective, greatly limiting the Loonatics vision.

Tech was suddenly slammed to the side by a cloud creature and crashed right into Skye. The two rolled on the ground for a couple of feet and when they stopped, Tech wound up on top of Skye. They both slowly opened their eyes and felt something pressed against their lips. Skye stared blankly at Tech as their lips parted. It felt like time had frozen all around them and they paid no attention to the cloud creatures around them. Skye hadn't had much experience in the dating field, that downside came with robotic limbs. No boy would even come close to her once they saw her prosthetics. It scared them off. And when Lexi brought it up that Tech has a crush on her, she couldn't help but think about them being together. And Lexi's theory proved correct when a simple kiss on the cheek from Skye broke Tech free from Black Velvet's hypnosis. But that kiss…

"Whoa…" she whispered in a hushed breath. There were truly no words to express how she felt when their lips touched.

Tech slowly lifted himself off Skye, trying to hide the red, warm blush creeping onto his face. Even though he had only met her a short time ago, his feelings for her grew rapidly and being this close to her right now was almost a dream come true for him. But as wonderful as it felt to be this close to her, Tech felt himself overcome with self-consciousness and a nervous feeling building in his stomach. He had never been this closet another girl before, so the feeling was very new to him.

"Uh…sorry," was all he could muster right now as he felt all the energy leave his throat, no longer able to produce solid words. Before Skye could congregate a response, Ace's laser vision went right through a cloud creature and struck Tech's tail. He jumped into the air, screaming while clutching his tail. "Yeow!"

Tech and Skye quickly regained their composure, remembering the dire situation they were in at the moment. Thankfully, everyone else was preoccupied and hadn't noticed their mishap.

"Woops! Very sorry Tech," said Ace.

"Ace my internal radar can't distinguish what's cloud creature and what's plain old fog and it's getting really hard to avoid their GRIP!" cried Rev just a cloud creature grabbed him.

"Slam help him out!" cried Ace.

"…you the man!" he mumbled. Slam spun around in his tornado, sucking up all the fog, revealing the cloud creatures previously hidden in the fog.

Lexi cart wheeled away from a cloud creature and eyed the fire hydrant between them. She fired a Brain Blast at the hydrant causing it to erupt water straight into the cloud creature. "Clouds absorb water! And to think I only got a B in high school science," said Lexi.

"That's great Lex, but are you sure you want to make them bigger?" asked Ace.

The cloud creature wailed as it grew in size and became consumed by the water and it's own growing body. Its face disappeared and the cloud rose up with the other lifeless clouds covering the sky.

"Well if they do that then I guess we want to make them bigger," said Skye.

"Oh! I want to try that I want to try that! Let me try that! Here I go!" cried Rev, running to the fountain and splashing a mountain of water into a cloud creature's face.

"Water egg, please be a water egg." Duck formed an egg in his hand and stuck it in the cloud monster's mouth. The cloud expanded and exploded an orange liquid. Duck stuck out his tongue. "Hm…orange juice works too."

"You pesky duck!" cried Paula as she shot a lightning bolt near Duck, causing him to jump back and into Slam's arms. "You may have won this round, but I'm the star here. You!" Paula pointed to the cameraman on the roof with her. "Keep that camera pointed at me! Hear me, Acmetropolis! I am Weathervane. And today's forecast calls for a 100% chance of destruction! And I've got a special forecast for you Loonatics and it's a real shocker!" Weathervane cackled as she fired a giant bolt of lightning at the Loonatics.

Tech immediately pressed a button on his jetpack and a lightning rod emerged, drawing the power of lightning bolt. He cried out in pain as the lightning bolt reduced him to a pile of dust.

"Nice lightning rod Tech, that's definitely gonna earn you some vacation time." Said Ace.

Tech's Molecular Regeneration kicked in. "Can I take it right now?"

"Hm…let me think about that…no!"

"Tech, are you ok?" asked Skye in worry, gripping his arm tightly.

"Yeah, I'm fine. One of my powers lets me regenerate no matter how badly I get hurt," he answered.

"But that doesn't mean it didn't hurt!"

"All the elements are at my command! I don't need to report the story. I am the story! It'll make everyone forget about the Misty Breeze!" she shouted at the cameraman.

"Forget Misty Breeze? Why I'd sooner forget what's her name here," said Duck.

"Ah!" Weathervane screamed. "Time for you to be gone with the wind!" She waved her hands and a strong wind suddenly formed in the plaza, sucking the Loonatics up into a tornado. Ace managed to grab onto a lamp post while Duck quacked out of the tornado and Slam was blown into a wall.

"Ace! Help!" cried Lexi. Ace shot his grappling gun and it grabbed onto Lexi's waist. She grabbed onto Rev just as Ace pulled her out of the tornado. Rev landed on the ground with a thud while Lexi landed right into Ace's arms. "Thanks, Ace," she breathed, "you can put me down now…"

"Oh, sorry, Lexi," he said, putting her down.

Tech had a similar idea and pulled out his grappling gun. He quickly reached for Skye and wrapped his arm around her waist before fired his grappling gun. It grabbed onto a statue and pulled them to safety.

"I was gonna get you next," said Ace.

"I got impatient," replied Tech.

Slam spun around the tornado, dispersing it before it hurt anybody. Bystanders all cheered as Slam raised his arms in victory.

"They defeated my clouds, my lightning, my tornado! But can they defeat all of them at once? I release all of the elements upon you! Bring me Misty Breeze or start building an ark!" she shouted, striking lightning onto buildings and a railway track, stopping a running train as it went by as the last car hung over the edge.

"Let's go Loonatics! We've got a train to catch!" cried Ace.

Slam and Tech used their powers to lift the train while Ace, Lexi and Skye cleared the tracks of rubble. Once Slam lifted the one car hanging over the edge, Tech used his magnetism to slowly lower the train onto the tracks. The train doors opened and everyone cheered on the Loonatics. They flew back to the plaza to confront Weathervane.

"Ok Weathervane, your forecast calls for-" started Ace.

"Ah, wait! Please don't hurt me!" squealed the cameraman.

"Aw, I didn't even get to finish my line. Where'd she go?" asked Ace.

"I don't know!" he answered hysterical. "She just flew up and vanished!"

"We should probably evacuate the area," said Ace.

"The rain is coming down hard. If it continues, the entire city could flood," said Skye.

"But the whole area?" asked Lexi.

"Just to be safe, I got a feeling something big is coming."

"Suspicions confirmed Ace," Zadavia spoke, her hologram appearing in front of the team. "There's an unnatural energy force brewing in intensity thirty five miles from the coast."

"That's gotta be Weathervane," said Ace. "Let's get going!" They all flew towards the harbor.

"With all this water, we could sure use a duck," said Lexi.

"Where is Duck anyway?" asked Ace.

"Wanna bet he went after Weathervane?" asked Skye.

"So if we find Duck, we'll find Weathervane," said Ace. They flew out into the ocean where a gigantic purple cloud with lightning was forming. They spotted Duck hovering under it and flew over to him.

"Duck! What are you doing? Where's Weathervane?" asked Lexi.

"I really hope that's not her…" said Ace. Hidden within the clouds stood a large black and purple dragon with huge wings. Weathervane cackled as the dragon roared. The dragon opened its mouth and spat lightning at the group, who dispersed. The dragon ignored the Loonatics and flew back towards the city, spitting lightning at buildings.

"I don't think a busted fire hydrant is going to fix this mess," said Lexi.

"Hey, Tech, you wouldn't happen to have a giant hair dryer would you?" asked Ace.

"If you're thinking of evaporating something that big, you'll need a hair dryer about a mile wide," he replied.

"And even though I'm sure he could make one, we just don't have that amount of time," said Skye.

"Yeah, Skye's right. Hey Rev, any idea where we can find a hot spot within 100 miles?" asked Ace.

"Oh man, do I have a fiery hot spot for you guys, this is gonna burn the hair off if you get too close, this place is scorching!" rambled Rev.

"Great, now all we need is some bait," said Ace, turning his head to Duck.

"Why is everyone looking at me? Wait…let me guess, me again," muttered Duck.

"You sure this'll work, Tech?" asked Ace as they all flew towards a small remote island with a volcano.

"If the lava depth charge is in sync with the targeting mechanism, there should be enough combustion to-"

"English English, Tech!"

"Yes, it should work," added Skye.

"Wait, you actually understood what I was saying?" asked Tech, surprised.

"Of course, it's not rocket science."

"Wow…you're amazing…" he said staring at her.

"Um…thanks," she said, turning her head away to hide a blush.

"Tech! Are you listening to me?" asked Ace.

"Huh? Sorry, what did you say?" asked Tech.

"I asked if that will activate the volcano."

"Your guess is as good as mine," Tech replied. Tech landed his aircraft and stepped out.

"We better hurry, Weathervane's getting closer," said Skye.

"Right, Slam can withstand the volcanic heat better than any of us. You need to take this container up to the volcano and when I saw 'now' drop it into the volcano. Understand? Now," he said.

Slam nodded and mumbled before reaching down and pressing the button.

"Slam! No!" they all cried. The time suddenly flicked on and began counting down from thirty.

"No, not 'now' now, 'now' later!" cried Tech.

"Just get it up there, now!" cried Ace.

Slam picked up the container and dashed off to the volcano. He managed to make it to the top with time to spare and threw the container into the magma. Duck managed to lead the Storm Dragon to the top of the volcano and teleported to the coast to regroup with the others just as the volcano exploded right onto Weathervane, dispersing the weather clouds. Lava flowed down from the volcano and onto the lush forest of the island.

"My portalab, I just built it!" cried Tech as lava flowed towards it.

"Forget the portalab, Tech! We've gotta move!" shouted Ace.

"No…it never harmed anyone!" Tech wailed as they flew from the island back to Acmetropolis.

"Wow, he really needs to get out more," said Ace.

"Does he always act like this when something of his gets destroyed?" asked Skye.

"You're lucky, this is one of the good days," replied Lexi. They landed back in City Hall Plaza as Misty's camera crew was getting ready for another shot. "I'm picking up Zadavia's signal."

As if on cue, Zadavia's image suddenly appeared on the television screen on the TV crew van. "There are no traces left of the Storm Dragon, but Weathervane has yet to reappear, we can only assume she escaped. Good work, Loonatics. Zadavia-"

Misty Breeze suddenly exited the van and saw Zadavia on the screen. "Who is this? I'm the only pretty face on this channel!" she shouted, turning the screen off.

"Misty Breeze…" sighed Duck. "This is my chance!" He ran up to Misty and interrupted her broadcast.

"CUT! Can I help you?" she asked annoyed as Duck stared at her with googly eyes.

"It's me, Duck. Remember? You're number one fan. I was just wondering if I could get you to sign a few things."

"Ok, fine. But make it quick!"

Duck pulled out several fan merchandise and began handing it to her for her to sign. "Here's a fan club photo, your official weather cookbook, your commemorative beach towel,"

"WHAT ELSE?" she shouted.

"Your inflatable beach ball," Duck continued.

"How many of these things do you have?"

"Oh, not many," Duck said as a pickup truck pulled up to them and dumped a pile of Misty Breeze fan merchandise. "Just all your posters, all your books, chewing gum, your eighth grade report card, all those little shaky snow globes of you in that tiny parka. Just the essentials."

"Why don't we leave these two lovebirds alone?" suggested Ace.

As they made their way back to HQ, Tech and Skye accidently bumped into each other. "Oh, sorry," they both said.

"We should…probably head back to HQ now…" said Skye.

"Yeah…yeah right," he agreed. They stared at each other awkwardly before silently turning away from each other.

* * *

**So apparently back when I wrote this chapter, that was what I had planned for the cloud fighting scene. And I was watching this episode again and noticed that Weathervane is played by Kaley Cuoco...Penny from Big Bang Theory! I never noticed it before now lol XD I guess it's cuz I'm used to seeing her in live acting and not just hearing her voice...esp as a villain.**

**So I hope you enjoyed that chapter. Please review!**

**Next Chapter: Sypher**

**~ZP**


	6. Fake Hero

**Sorry it's been a while. This fic is kinda taking a backseat to my main and more active fics. I don't plan on abandoning this fic. I've got big plans for this fic! And it's season 2 sequel!**

**Thanks for all the reviews, favs and alerts. I'm really glad you guys are enjoying the fic!**

**Review Replies: **

**Fox: **hehe, thanks. They're both quite socially awkward. I think they're great together too and I hope to draw some cute fanart of them together ^^

**drk: **Yeah, THAT would be labor intensive. I'm basically only going to be doing episodes I liked/feel are important to plot and romance development, same goes for parts of the episode.

**Spudwick: **I CANNOT BE STOPPED lol. Thanks. I really try hard to fit Skye in well (same goes for all my OCs in fact). Plus I kinda get annoyed when series have like a full team of mroe than three people and there's only one girl. I mean, come on, Lexi should at least have a best girlfriend or something! I'll only be doing episodes I feel are important to development of TechxSkye and AcexLexi as well as episodes I really liked. Season 2 will be the sequel fic, because I've got a plan for that hehe ;)

**Amazon: **Yeah, I get moments where I totally get back into it. I love those guys.

**Ninja: **I'm glad you like it. Tech is my fav too! I just love him. And thanks! I love them together too ^^

**lover: **I'm glad you're enjoying the fic. And don't worry. I know Skye won't be affected. I made her after all, remember?

**Champion: **Thanks, I honestly thought of that last minute

**Sean: **I've made it my mission to keep characters in character (mostly because I'm aware of the amount of hate fanfic writers get for making canon character OOC) so thank you ^^ Hm. It sounds like a nice title, but I think I'll keep it at Shades of Gray for now.

**Anon: **Yeah, Misty sucks. Poor Paula. I will be focusing on AcexLexi as well but they will be taking a back seat to the main pairing of TechxSkye.

**fan19: **Thanks! And I'll try!

**Obvious: **Thanks, I hope to see this through to the end as well.

**Music: **Thanks! :D

**MWolfL: **Thanks, and actually, she's not. I grew up on those two but I just wanted to make Skye a carnivorous dog too, but not a Coyote so she could be the same as Tech, so I made her a wolf, one of my fav animals. I thought of her last name while watching CSI Miami and remember the character with the last name Wolfe and thought, "that's perfect. It's her last name and animal species" lol. I've never been that big on the TechxRev romantic pairing. Like you, I prefer them as friends, or as you put it, brothers, which I think is a great relationship between the two. TechxZadavia was nice too, but I prefer Techxoc. I agreed with the Lexi and Ace part. The show pretty much established the grounds for a potential romantic relationship between them and it's good enough for me!

**I do not own Loonatics Unleashed, only Skye and other OCs. This fic is not associated with the official Loonatics Unleashed series.**

* * *

**Normal POV**

"I don't know what it was but…it just felt amazing. I mean that spark, wow!" cried Skye. She fell back into her chair and sighed, staring blankly at the ceiling.

"Man, that must have been some kiss. It's all you've been talking about for days!" cried Lexi.

"Well, it was accidental. I mean, that cloud creature slammed him into me and we sorta just…landed like that."

"Has Tech said anything to you yet?"

"No…we've kinda been avoiding each other lately," Skye answered nervously.

"What? Come on, you guys can't do that! You have to talk about this. Define the relationship."

"What relationship, Lexi? We accidentally kissed while fighting a super villain, last time I checked, that's not the grounds for a relationship."

"But Tech's into you, and now you're into him too! You guys have to work this out."

"Yeah, but I wouldn't know where to begin. I've never been in a relationship with a guy before."

"I find that very hard to believe," said Lexi, cocking her eyebrow at Skye.

"No, it's true! Not once has a guy ever come up to me and asked me out on a date!" Skye replied.

"But, I mean look at you. You're hot. If I were a dude, I'd date you!"

"Uh…thanks, I think. But that wasn't really the problem."

"What was it then?" asked Lexi.

Skye held up her left arm and pointed at her right leg. "These were the problem. People take one look at them and they just back up like I'm some sort of circus freak. They judge me before they even get to know me," Skye replied, her eyes dropping in sadness.

Lexi moved over to Skye and wrapped her arm around Skye's shoulder. "Well trust me, you won't have to worry about that when it comes to you and Tech. He loves technology and the fact that you're practically a cyborg will only make him love you more!"

"You-you really think so?" Skye asked.

"Yeah, go for it, girl!"

"Well…ok. But I'm not making the first move. He has to."

"Oh brother…" The girls were interrupted when Ace and Rev finally returned from the evening's Basherball game. "Hey Ace, Rev how was the Basherball game?" greeted Lexi.

"The game was good, the only problem was what happened after that," started Rev.

"Hey Rev is something wrong? Your voice is so…slow," said Skye, cocking her head in confusion.

"That's exactly the problem. Rev can't fly or run super fast! And I don't have laser vision anymore!" cried Ace.

"You lost your powers? We should run some tests. Skye can you help me set some stuff up?" asked Tech. He almost forgot about the awkwardness currently between them when he asked her the question.

"Yeah…sure thing," she replied awkwardly.

They all went to Tech's lab where he and Skye pulled out a treadmill. "Rev, take a run on this. It'll measure your steps per hour," instructed Tech.

Rev tried to keep up with the treadmills' speed. "This is as fast as I can go! AH! Cramp! Cramp!" Rev tripped and the treadmill sent him flying into the wall. Skye and Lexi helped Rev up. "Thanks guys."

Ace walked over to the treadmill and looked at the speed indicated on the screen. "36 miles per hour? Are you sure this thing is working properly?" Ace asked.

"The machine is working, but Rev isn't. And it's actually only 18 miles per hour. I doubled it just to be nice," said Tech. He came up pushing a small wall of cement bricks and placed it in front of Ace. "Try and shoot your power peepers at this Ace."

"Tech, I've already tried to shoot 'em hundreds of times," said Ace. He took a stance and leaned forward, trying to use his laser vision. Ace wiped his eyes and tried again. Nothing still happened. Slam came over and punched the cement wall to pieces. "Thanks Slam, I was starting to get a headache."

"Well I can't think of any clearer way to say this Ace but it looks like you and Rev are no longer in possession of your super powers!" declared Tech.

"Ok but how about this?" Ace did a few punches in the air and did a back flip. "My super powers may be gone, but I still have my moves."

"That's right. You still have your martial arts skills from before the meteor and Rev can still run like a normal roadrunner," said Tech. "Whatever did this to you guys must not have affected your natural abilities."

"But what could have caused this? It'd have to be pretty powerful to strip someone of their superpowers," said Skye

"Well, who needs super powers? We can still kick butt without 'em," cried Ace.

"Excuse me, but the last time I checked 'super' heroes need 'super' powers. You guys were good but now without your powers, we need a new leader," cried Duck.

"That sounds like a good idea Duck." Zadavia appeared on the screen in the lab.

"It does? I mean, it does!"

"I can't believe it," whispered Skye.

"What?" asked Tech.

"Zadavia just said Duck had a good idea."

"Hehe, good one," grumbled Slam while everyone else laughed.

"Ace, until we can figure out what happened to you and Rev, the two of you shouldn't be out in the field. Therefore, your replacement will need to be smart, cunning, cool under pressure and have excellent leadership skills not to mention a dazzling smile." Duck looked up hopefully. "Lexi, I'm counting on you." Finished Zadavia.

"You got it boss!"

"And you'll have to be fast, my satellite just picked up an image of the Central Acmetropolis Reservoir is about to burst. Hundreds of people are currently camping there and there isn't enough time for us to initiate an evacuation. Take Slam and Duck with you and do whatever you can. Skye and Tech, I want you two to keep trying to figure out what happened to Ace and Rev. Good luck. Zadavia out." The screen went blank.

"All right you heard her. Let's jet!" Lexi ran out followed by Duck and Slam. Tech and Skye remained behind with Ace and Rev in hopes of figuring out the cause of their sudden loss of powers.

"All right Ace, tell us exactly what happened starting from the Basherball game to when you got back here," said Skye.

"Ok well, Rev and I were in the stands the entire time and at the end of the game we met the guy who scored the winning goal after Trick Daley kinda lost his game skills. He shook our hands and when we were ready to leave, Rev couldn't fly," explained Ace.

"Did you by any chance start feeling strange after you met this player?" asked Skye.

"Come to think of it, yeah! Right after we shook hands I felt really weak. What about you Ace?" asked Rev.

"Hey, yeah me too!"

"What was this player's name?" asked Skye, walking over to the computer.

"I think it was, uh, Drake Sypher." Answered Ace.

"Drake Sypher. Doesn't sound familiar. Unless he just joined the team today, I don't recall any Drake Sypher on the Rangers," Skye typed in his name into the computer.

An article appeared on the screen next to a picture of the player Ace and Rev met. "That's him!" cried Rev, pointing to the picture.

"It says here that he was also on the Acmetropolis Wrestling team, the Hockey team, basically he's been on every sports team in Acmetropolis," said Skye.

"Sounds like he's been around," said Ace.

"That's not all. He's only been on the team for as long as a week and after he leaves the team, their star players start playing badly, as if they've lost their skill. That's way too high on the coincidence meter for me."

* * *

Within the hour, Lexi, Slam and Duck all returned to HQ, Lexi and Slam, now powerless. "Then he touched us and we didn't have powers anymore," explained Lexi.

"Well with Skye's research and what just happened to Slam and Lexi, I think it's safe to say this Sypher guy is making it his goal to steal the best talents around, namely, our powers," said Tech.

"Well if he's stealing our powers, at least he's using them to save people," said Rev in normal speech.

"It doesn't matter what he's using them for! He stole our powers and stealing is stealing. Besides, I want my powers back," cried Lexi.

"Calm down Lex. Now, since Tech, Skye and I are the only ones left capable of fighting, and since neither of the lab geeks could lead a Simon Says game, I'll take over the position of team leader," declared Duck, earning him glares from the two canines.

"Ok then Duck. What do you think we should do?" asked Ace, playing along with Duck's fantasy.

"Well we should…we should…hunt down this dirt bag and find a way to get our powers back!" Duck announced.

"Hm, why didn't I think of that?" joked Ace.

"Sypher shouldn't be too hard to find. Check out the news. Looks like he's hosting a parade in his honor," said Skye, pointing to the TV.

"Do not let the parade fool you. Sypher is not as heroic as he seems. This is footage from my satellite moments before the dam burst," said Zadavia. The video showed Sypher on a hovercraft shooting the dam with Ace's laser beams.

"That big phony! He used my powers to crack the dam so he'd look like a hero!" cried Ace.

"You mean he set us up to steal our powers just so he could be in the spot light?" asked Lexi.

"Precisely the point. He must be stopped before he orchestrates a stunt that super powers can't fix," said Zadavia.

"We should get down there then," said Ace.

"Sypher! Can I have your autograph?" cried one fan.

"Sypher! Can I get a picture?" cried another.

"Relax everyone, there's enough Sypher to go around," said Sypher, milking in the attention he was receiving.

"You're nothing but a fraud Sypher!" shouted Skye from the crowd.

"You stole my friends' super powers, Sypher and we're here to take them back!" cried Duck.

"Stole? I am hurt by such an accusation. They're just jealous because I'm doing more of the saving than them!" shouted Sypher, joined by his fans. "But Sypher is willing to forgive and forget."

Using Rev's super speed, Sypher zoomed right up to Skye and Tech and placed his hands on their shoulders.

"Get your hands off him!" cried Skye, pushing Sypher's hands off her left shoulder and Tech. Tech's ears became limp and he began slouching. "Tech are you ok?" asked Skye, tenderly supporting him.

"Uh…no, I fell really weak," he replied.

"Now you see that? I'm just trying to be friends but these has-beens won't let me," said Sypher, further rallying his fans.

"That's it, I've had it. Maybe if we rush him all at once, he won't be able to defend himself," said Duck.

"Nice idea Duck. Though you are starting to scare me," said Ace. Everyone ran to tackle Sypher but he easily knocked them all back with Slam's tornado attack.

"You see, now I have to defend myself!" Sypher fired Ace's laser beams to some buildings, causing debris to fall onto the Loonatics, but everyone managed to dodge.

Duck suddenly appeared on a chunk of rock in front of Sypher. "All right, Captain Suck Up, and I mean that literally. Let me ask you something, can you do this?" he asked, whipping out two eggs in his hands.

"No, but it looks cool!" Sypher said with a grin.

"Duck, I don't think you should be rushing into this!" protested Skye.

Duck ignored her and threw an egg at Sypher, but he sped out of the way. He glanced back at the ground where the egg landed and smiled. "Sweet! I gotta get that power too! But can you do this?" Sypher sped up to Duck and wrapped his arms around him, but felt nothing. "What the?" he cried, confused.

"Ha!" Sypher looked up to a parade balloon and proud looked down at Sypher. "Top that!"

Sypher sped up to the roof of a building and jumped onto the balloon, but Duck teleported away. "Ah!" Sypher cried out in annoyance. "Where are you?"

"Aren't you gonna help him?" asked Rev.

"He seems to be doing a fine job on his own," replied Skye.

"Yeah, he's actually…winning? Man, that felt weird to say," said Ace.

"Heads up!" cried Duck from a rooftop. He threw an egg at Sypher, who began spinning in a twister, deflecting the egg.

"Right back at you!" The egg hit Duck right in the face, covering his entire upper body with a thick purple sludge. He tried to wipe it off, but he lost his balance and fell off the building. "Gotcha!" Sypher flew right under and wrapped his arms tightly around Duck's body to keep him from escaping. "How does it feel to be so powerless?"

"Despicable," muttered Duck, as Sypher dropped him by the other Loonatics. "Thanks for the help, Skye!" cried Duck, annoyed.

"What did you want me to do? He's supped up with super powers!" Skye protested.

"She's right. We should fall back for now," said Ace. The team regrouped back at their tower. "Now he's got Duck and Tech's powers. Couple that with Rev's speed and that makes him nearly invincible," cried Ace.

"And now that he has my powers, he's unstoppable! We're doomed, DOOMED!" cried Duck.

"I hate to say it, but Duck is right. Without our powers, we're useless against him," said Tech.

"The only thing I don't understand is how come Skye wasn't affected when Sypher touched her?" asked Lexi.

"Well, I don't have any super powers like you guys so I guess he didn't have anything to take. Plus he only grabbed my robot arm. I guess it doesn't count or something," she replied.

"Powers or not, we can't let him get to us. We can take him down with our skills!" said Ace.

"And I know just the thing that can help! Leave it to me!" cried Tech. He quickly turned to Skye but suddenly became awkward and nervous. "Um, Skye, you think you could give me a hand?" he asked uneasily.

"Oh, uh…sure, Tech," she answered, equally as nervous. They both came into Tech's lab and began constructing the equipment they needed to defeat Sypher, as per Tech's specifications.

Tech glanced at Skye, who had her back turned to him and was working on something. "Hey, Skye…" he started, rubbing the back of his head.

"What is it, Tech?" she asked, not turning around.

"Um, about that fight we had with Weathervane a few days ago, you know, when we…uh…we…" he spoke nervously, feeling his face heat up as a blush crept across his cheek.

Skye suddenly sat up straight and turned around to face him. "Tech…I know that we need to talk about…that incident, but we have some really important work to do right now."

"Right, right…sorry. Let's get back to work," he replied, turning his back. Skye turned around as well and Tech's ears slowly drooped as quietly suppressed a whine.

* * *

"All right, here we go! Everyone put these on!" cried Skye. Everyone donned the body armor that Skye and Tech fashioned. It was a green-blue and grey that covered their entire bodies.

"These are nano powered bionic suits, each designed to withstand his magnetic powers and mimic and deflect our individual super powers, which will give us just the edge we need. Ace, your suit is equipped with laser goggles. Rev, you have speed accelerated legs and wings. Lexi, you've got an ultra sonic siren to mess with Sypher's super hearing. Slam, you have circular jets that will allow you to create a tornado. And Duck…"

Duck held out his hand and a small red pellet landed in his palm from his body armor. "Yeah, I found it. Doomed…"

"Hey give me a break, we only had five minutes to come up with and put these all together," said Tech.

"Now that we're ready, let's head over there and kick some butt!" cried Ace, punching his fist into his other hand. Everyone mounted on the Zoomatrixes and flew off to Sypher's new HQ, a tall and very imperial-looking building made of metal standing on top of a tall rocky mountain overlooking the main sectors of the city. Once they landed, they came up to the large metal doors marking the entrance.

"So how do we get in?" asked Duck.

"Did I forget to mention that my suit is equipped with electromagnetic palms?" Tech held up his palms and green surges of energy pulled the doors apart.

"Why, hello Losertics, check out my new pad, pretty sweet, huh? Nice outfits," remarked Sypher, sitting in a hovering chair at the end of the room. "Now we all know why you're here, so let's get down to business."

Sypher jumped up and shot a laser to Ace, who deflected it with his armor. "Ah, nano bionic armor. Nice move Tech, but it won't help you against this!" Sypher turned his head sideways and fired a Brain Blast. Ace fired his mock laser vision at Sypher, who easily dodged. "Wow you guys made bogus powers too, how sad," said Sypher.

Everyone tried to match Sypher with their fake powers but he was still just a little better. Ace managed to get Sypher from behind and grabbed a hold of him.

"No, let go of me!" Sypher cried in great distress as if his life depended on it. Ace suddenly felt strong again when Sypher managed to get Ace off him. Slam jumped in and engaged Sypher in a spinning tornado fight, neither one seeming to let up. The other Loonatics took cover behind fallen pillars as Slam dealt with Sypher.

"Tech something weird just happened. When I touched him, it felt like my powers returned to me," said Ace.

"That makes sense! He absorbs the powers through touch, so we must be able to get them back the same way!" cried Tech.

"Ok everyone, charge him all together!" cried Ace. Everyone ran up to Sypher, but none of them could grab on long enough to get their powers back. Soon enough they were all on the floor, groaning, covered in small cuts and bruises.

"He's never gonna let us get near him, chief," said Tech.

"Not unless he doesn't see us coming," said Ace.

"Nice try Ace, but I have Lexi's super hearing remember? I've tasted the glory and I'm not going back. Now it's time to finish all of you off and I'll start with you." Sypher used Rev's speed and zoom through the fallen Loonatics and grabbed Skye, holding her up by her throat.

"Skye!" cried Tech in distress.

"I don't know why I couldn't absorb your powers, but if you have anything useful, I'll hold on as long as I have to, even if I drain the life out of you," said Sypher, tightening his grip around her throat.

"Sorry," she strained, "there's just one thing you forgot," Skye said with a smirk. She quickly drove her leg into Sypher's gut and the cannon in her leg blasted him off her. He crashed into the wall and landed on the ground with a thud.

"Now's our chance!" cried Ace. They all ran up to Sypher and grabbed onto him tightly, feeling their powers surge through them and return to their bodies. Sypher, drained of energy, lay on the ground, defeated.

"Skye, are you ok?" asked Tech, running over to her in worry. He bent down on his knees and put one arm around her waist and wrapped his other hand around her arm, slowly helping him up.

"Yeah…thanks. My head just hurts a little, that's all," she said. She suddenly stumbled forward. Tech quickly reacted and kept her from falling. "Thanks, Tech," she said with a smile. He put her arm around his shoulders and wrapped his own arm around her waist, helping her stand up and walk.

Sypher was quickly detained with specially made gloves to prevent him from stealing powers via physical contact. He was immediately incarcerated in the Acmetropolis prison. After making sure he was locked up, the team returned to the tower, ready for a long period of rest they deserved.

"All right, everyone! I expect a full report from each of you on the Sypher mission on my desk by tomorrow morning," declared Duck.

"Reports? Since when do we write reports?" asked Lexi.

"Yeah, isn't the paperwork more of Zadavia's job?" asked Skye.

"Well, as team leader, I've decided to make a few changes around here. I am going to be running a tighter ship."

"Did you take too many hits to the head, Duck? Ace is still our leader!" Lexi remarked.

"Excuse me, but I didn't hear anything about the boss lady mentioning Ace being back in charge. Clearly, she wants me to remain numero uno," he declared.

Zadavia suddenly appeared on the screen. "Duck, get over yourself. Ace is back in charge. Now is that understood?" she asked.

"Yessum…" he muttered.

"Good. Zadavia out," she said, the screen turning off.

"Yeah, clearly," remarked Skye.

"Come on, I hear there's an all-you-can-eat special tonight in Chinatown!" cried Lexi, as the team made for the elevator.

"Oh, I love all-you-can-eat, because like the name suggests, it's all you can eat. So the waiter can't come in and say you're not allowed to order anymore or stop you from getting more food because it is all you can eat!" rambled Rev.

"You know, I didn't hear her say when she wanted Ace back in charge. It could be tomorrow, or even next week!" cried Duck in protest, but the elevator doors shut behind the rest of the team.

* * *

**I hope you liked this chapter. I'm getting pretty excited for getting Skye and Tech together, so yeah! Review! And I've decided to mix things up a bit and throw in some original content. So the next two chapters will be original stuff.**

**Next Chapter - Rise of Poison Oak: The seductive and beautiful Poison Oak, capable of controlling plant life (and based on DC's Poison Ivy), takes over Acmetropolis by brainwashing the male Loonatics, leaving Skye and Lexi their only hope.**

**~ZP**


	7. Rise of Poison Oak

**As a part of my birthday celebration, I'm updating every one of my fanfictions. So here's the next chapter of Shades of Grey! This is original content and the episodic villain, Poison Oak, is based on the DC Comics villain, Poison Ivy. Like Ivy, Oak can manipulate plant life and hypnotize male organics to do her bidding. Thanks for all the reviews, favs and alerts!**

**Also, Zacnichols123 of deviantART is writing a Loonatics fanfiction about Tech and Skye, with my permission to use her of course, about the two getting sucked into a worm hole and back in time. It's pretty good and I'm really enjoying it. Check it out if you're interested and have time!**

**I can't remember if I finished revising it. I'll probably go back and look through it if I have time.**

**Review Replies: **

**Amazon: **Thanks, I hope you like this chapter :)

**Music: **Thank you!

**monkey: **Here is it ^^

**lover13: **Thank you. As I mentioned in the beginning, AcexLexi will be another main pairing, but as the focus is TechxSkye, AcexLexi will be less of a priority.

**Champion: **Thanks, I'm working on it.

**Anon: **Thank you. I mostly write insertion fics, so they are my usual preference. Loonatics Unleashed is a widely hated series, and I can see why, but I still enjoy it. It is true that there aren't many LU fics out there, at least good ones. I don't know of any fic like that, but that is an interesting premise, but I think Duck would be more focused with people loving him and that wouldn't happen if he was a villain.

**drk: **Thank you. I hope you like the original content

**Spud: **It's not so much that she's an anthro, it's more the fact that she's got robotic limbs. It really made her a social outcast. As I said earlier, this chapter is original content, so it did not happen in the original show.

**I do not own Loonatics Unleashed, only Skye, Poison Oak and other OCs. This fanfiction is not associated with the official Loonatics Unleashed series.**

* * *

**Normal POV**

"So got a date for Mitch's party tonight?" asked a teenage boy.

"Yeah, I'm taking Kelsey. How about you?" asked his friend.

"Nah, all the hot girls are taken."

"Why don't you ask Oakley?"

"Are you crazy? Her? I'd rather go with a mop, at least it'll be more stimulating." The two boys laughed. Little did they know, this "Oakley" they were talking about happened to be nearby enough to overhear their conversation.

"Ugh! Those boys, all they care about is looks! But I'm pretty!" Oakley was a young teenage girl with bushy short brown hair and often wore baggy clothes. In her anger she noticed cracks forming in the sidewalk. Thin vines sprouted from the cracks and a beautiful yellow flower bloomed right in front of her face. Before she knew it, the flower was snapped off by a vine, which placed it in her hair.

_'Ever since that stupid meteor, all this weird plant stuff has been happening,_' thought Oakley. All of a sudden Oakley sneezed just as a pizza boy passed in front of her. "Oh I'm sorry," she said. However, the pizza boy looked strange. There was this look in his eyes, which were glowing pink, like he was hypnotized. Oakley just stared at him and walked away, only to see that he was following her like a zombie.

"Look stop following me!" she cried at him. He instantly stopped. Oakley stood, quite shocked at how quickly he responded. "Pick up that can and throw it at that boy over there," she said pointing to the teenager who made fun of her. The man did as she commanded.

_'Looks like that meteor isn't as stupid as I thought.'_

* * *

Tech strolled into the main room. Everyone else seemed preoccupied with their own business, the rest of the boys sitting on the couch watching a game while the girls sat at the kitchen counter with drinks in their hand. Tech's eyes landed on Skye, who briefly looked in his direction before quickly turning back and averting her gaze from him. Her blonde bangs fell over the right side of her face, obscuring her eyes from Tech's view even more. Tech quickly dashed over to the couch and sat next to Ace.

"Uh, chief…I need some help…" he whispered, careful not to alert the others around him, all of whom were well distracted by the Basherball game on the television.

"What do you need help with?" asked Ace, puzzled, before quickly adding, "Oh, right. Can't it wait until after the game?"

"Ace!" cried Tech.

"I'm only kidding. What's up, Tech?" asked Ace, turning to Tech.

"I tried talking to Skye when we were building the nano-bionic armor earlier, but she didn't want to talk."

"Well, did you ever think that maybe it's because you guys were building armor to help us fight someone who stole all our superpowers and time was of the essence?"

"Well, when you put it that way…yeah, but what if she doesn't feel the same way about me? What if she rejects me? I don't think I can take that kind of rejection…" he muttered, his ears hanging low.

"Tech, you'll never know if you don't try," said Ace.

"Ace, this isn't a fairy tale. I know how this works. Guys like me, don't get girls like her," he said, pointing at Skye with his hand.

"You're right, Tech. This isn't a fairy tale. I can see something between you two but you're never going to have your chance to be happy with someone unless you take a risk." Tech was about to respond with something, but was interrupted by Zadavia's call.

"Loonatics, we have a problem," said Zadavia, her hologram appearing.

"What is it this time Zadavia?" asked Ace.

"There have been a series of break ins throughout Acmetropolis. Jewelry stores, high end clothing boutiques, anything holding things of great value have all been hit."

"We have a suspect?" asked Skye.

"Several. Security cameras have captured footage of several men committing the crimes. However all these men seem to have nothing in common in the daily lives to connect them."

"What do you mean?" asked Lexi.

"Some are teenagers, some business men, some even homeless or the elderly, and yet they all show the same patterns. They all seem to be acting as though they are unaware of their surroundings, not stopping to consider the consequences of what they are doing. It is truly a strange occurrence. I've managed to track some of the criminals to this location." As Zadavia was speaking, a map appeared on the screen with a blinking dot.

"That's one of the old warehouses down by the harbor," said Tech.

"Sounds like a perfect place to hide loot," said Ace.

"Exactly, all of the criminals are depositing their stolen items in this warehouse and leaving to continue with their daily lives. Those who have been apprehended have no recollection of committing any crime. Get over there and figure out what is causing this irrational behavior. Zadavia out." The Loonatics made their way to the warehouse and saw it covered with vines and flowers.

"I'm pretty sure it didn't look like this the last time I was here," said Duck.

They began walking towards the warehouse. They saw the door open and many men with blank expressions on their face walked out. The Loonatics quickly took cover in some nearby bushes. A couple men walked by, not noticing them and disappeared back into the city.

"Those must be the sheep, so where's the shepherd?" said Ace.

"It looks like they're hypnotized," said Lexi.

"That would explain why they're mindlessly robbing stores," said Tech.

"Um, guys. I don't think this is a good place to hide," said Skye.

"And why not?" asked Duck.

"Because there is a whole cluster of Venus Fly Traps behind us!"

"Venus what?" asked Slam.

"Carnivorous plants!" replied Skye.

"What's so bad about carni-whatever plants?" asked Duck.

"Carnivorous means they eat meat!" cried Tech.

Everyone else turned and saw extremely large Venus Fly Traps about to bite them. They all jumped out of the bushes in time to evade the plants. Ace fired a laser beam at the plants while Lexi fired a Brain Blast and Duck shot some eggs, easily shredding the Fly Traps.

"That was close. We can't mistake anything for a regular plant. A flower could really be a lethal trap. Everyone stay alert," said Ace. They cautiously entered the building and were greeted by a beautiful voice.

"Ah the Loonatics, I wondered when you would be coming to meet me." They looked up to see a young girl with beautiful curly red hair wearing a dress made of leaves and flowers. Her legs were crossed and she playfully curled her feet around some vines.

"So at last we meet the puppeteer," said Ace.

"At last indeed, you can call me Poison Oak. Now what kind of host would I be if I didn't offer you a seat?" She raised her hand multiple vines came up and wrapped around the Loonatics tightly. "I suppose I should be honored that you would come after me. Besides what kind of girl wouldn't want the brave Loonatics to come after her, especially their dashing leader, Ace Bunny?" As she spoke, she came down from her throne and walked up to Ace, lifting his chin with her finger.

"Sorry, but super villains aren't my type," he replied.

"You say that now, but you'll change your mind," she stood back and stuck her hand in front of her mouth and blew pink little spores into Ace's face.

"Hey, watch it!" Ace's tried to get away from the spores, but they had already entered far into his nostrils.

"Ace, are you ok?" asked Lexi. Ace opened his eyes and they were glowing pink like the men that left the warehouse earlier.

"Ace only answers to me now, and so will the rest of you boys," said Oak blowing more spores onto the Loonatics. Slam, Duck, Tech and Rev tried to avoid the spores, but the vines restraining them prevented them from doing so. They all opened their eyes and they were glowing as pink as Ace's. Oak retracted the vines, releasing all the Loonatics.

"Guys…you ok?" asked Skye. The boys turned around, not answering her.

"Sorry ladies, but it looks like the boys choose me over you," said Oak.

"Choose? You're just hypnotizing them!" cried Lexi.

"I'm done with you two. Destroy them," ordered Oak. The boys took a stance and prepared to attack.

"Ace! Fight it! You don't want to fight us," said Lexi. Just as Ace fired his laser beam, Skye grabbed Lexi's arms lifted her up into the air and flew right out of the warehouse.

"Skye what are you doing? We can't just leave them!" cried Lexi in protest.

"I don't like it as much as you do, Lex. But there's nothing we can do for them now," said Skye.

"Skye look!" Skye turned her head and saw Rev catching up to them quickly.

"Lexi, I know Rev's our friend, but with more than half of us under Oak's control we can't afford to get captured!"

"You're right, as much as I don't want to hurt the guys, they aren't giving us much of a choice. I hope he forgives us. You fly, I'll shoot," replied Lexi. Skye zoomed through the city, closely followed by Rev. "I'm really sorry about this, Rev!" Lexi shot a few Brain Blasts at him, sending him right to the ground.

Rev stood up, seeing the girl fly out of sight. He was about to take to the air again but was stopped by a voice in his head. _'Rev dear, that's enough for now. The girls won't have anywhere to hide. Come back for now.'_ Rev turned around and headed back to the warehouse.

"He's not following us anymore," said Lexi.

"Oak must be calling him back. We should take advantage of this and return to HQ. Zadavia might have some insight on this," said Skye.

Once they arrived back at HQ, Zadavia's hologram appeared instantly. "Loonatics, we have a problem."

"You got that right. Turns out Poison Oak's behind the robberies and now she's got the guys working for her," cried Lexi.

"Precisely. I did some research into this Poison Oak and found that she had received some sort of plant manipulation powers from the meteor that gave you yours. Add that to a life of being rejected by males and you get a bitter young woman."

"But how is she controlling them?" asked Skye.

"She is able to control all forms of plant life and she can emit spores from her mouth that must have some mind control properties over men, which explains why you two were unaffected by them." Suddenly an alarm went off and an image appeared on the screen next to Zadavia's. Slam was punching at the main door while Tech, Ace, Duck and Rev stood behind him.

"It's the guys and it doesn't look like they're friendly anymore," said Lexi.

"You must get out of the tower immediately. If Poison Oak gets the two of you, there will be no stopping her. Hurry!"

"What do we do?" asked Lexi.

"We put the bionic armor on, then grab as many weapons and supplies as we can," replied Skye. "We should take these too," said Skye holding up two belts.

"What are they?"

"Specialized belts designed to copy any outfit scanned and put it on the wearer. It'll basically make disguises for us." Skye and Lexi grabbed the bionic armor and disguise belts and grabbed a couple or supplies.

"We'd better go," said Lexi.

"We'll have to leave from somewhere where they can't see us leaving," said Skye.

"How about the sewers?"

"Good idea." Lexi and Skye slowly made their way down to the sewer access at the base of the tower and walked along the tunnel until they resurfaced several blocks away. "What now? I bet Oak's got control over all the males in the city. If any of them see us, they'd contact her and she'd send the guys after us," said Lexi.

"That's where these come in," said Skye pointing to the belts fastened tightly around their wastes. "They'll be looking for Skye and Lexi, the Loonatics, but not Skye and Lexi, the civilians."

They pressed a few buttons on the belt and their uniform disappeared, being replaced by street clothes. Lexi wore a pink and green shirt and jeans while Skye wore a mid-sleeved red shirt and sleeveless black hooded jacket.

"Hey, your arm and leg look normal," said Lexi.

"Yeah I designed the belts to changed our physical appearance too. We should probably change our fur and hair color too, just in case," said Skye. They pressed a few more buttons and Skye soon had brown and white fur and black hair while Lexi had grey fur and blue hair.

"This should give us a low profile. We have to find somewhere where the guys won't find us," said Lexi.

"Or somewhere normal. If the guys don't recognize us, they won't know it's us. I still have my old apartment that I had with my dad. We could hide out there for now, at least until we figure out how to get the guys back."

As they started walking to Skye's old apartment, they spotted Ace's Zoomatrixes hover slowly through the street. Lexi made a move to hide. "No, act natural. We can't show that we have to hide from them. It'll arouse suspicion." Lexi agreed and waked calmly beside her. Thankfully, Ace did not notice them and flew right by. They soon made it to Skye's apartment and settled in.

"Looks like we're going to be stuck in hiding until we can come up with a plan," said Lexi.

* * *

**With the guys under Poison Oak's control, Skye and Lexi are forced to lay low until they can come up with a plan. But how can they beat her when they have to get through their friends first?**

**Next Chapter - Garden Trimming: Skye and Lexi are ready to take down Oak with modified bionic armor to combat her plant powers, but they'll have to get through their teammates first, all of whom are showing no mercy.**

**Review! ~ZP**


	8. Garden Trimming

**So it's been about a month since my last update and I figured since of all my active fanfics and that this one was the least updated, I might as well. I read through the chapter and fixed it up A LOT (because I had it written a while ago) so I hope you guys like it. Thanks so much for all the reviews, favs and alerts! **

**Once again, Poison Oak is based off of DC Comics' villain Poison Ivy/Pamela Isley. **

**Review Replies: **

**lover13: **yeah, she's not very pleasant. Glad you liked the chapter and hope you enjoy this one ^^

**hellgirl: **Thanks :)

**charlie: **Thanks! I really liked writing this chapter so I hope you enjoy it too

**Lady: **lol. Yeah, sadly Loonatics isn't one of the super popular series right now and there are a sever lacking in quality fanfictions for them. So I'm glad you think mine is good.

**Music: **I will! I will!

**drk: **lol, glad you liked it!

**I do not own Loonatics Unleashed, only Skye Wolfe and other OCs. This fanfiction is not associated with the Loonatics Unleashed series.**

* * *

**Skye's POV**

It had been a few days since Oak had taken control of the boys and Lexi and I had managed to stay in hiding from them in my old apartment, not that it was difficult. I guess Oak's hypnosis spores came at the cost of making the boys a little dumber. They didn't seem to click that a civilian wolf and bunny hanging out together in disguise were actually their teammates.

"A super villain calling herself Poison Oak has quickly risen to power in Acmetropolis. With a powerful control over plants and mind control spores, every male in Acmetropolis had become her slave. The real question is, where are the Loonatics? As for the males of the team: Ace Bunny, Danger Duck, Tech E. Coyote, Rev Runner and Slam Tasmanian, they have all fallen under her spell. But what everyone is really asking is what happened to the girls: Skye Wolfe and Lexi Bunny? Because of the females' natural resistance to the spores, women seem to be the only ones left with free will, but with Oak's iron grip on the city, it seems unlikely that the remaining Loonatics will be able to come to our rescue," spoke the news reporter before it switched to weather hosted by the 'fabulous' Misty Breeze.

Lexi had turned on the news just in time for a report of Poison Oak to air. In those few weeks, she had easily gained control over nearly every single man on Acmetropolis, stopping at nothing to prevent any uprisings as well as searching for the two missing members of the Loonatics – us. We would have done something to stop her long before now, but we were severely outnumbered and unequipped for a proper fight.

"Looks like Oak ascended to power pretty quickly," said Lexi, angry.

"Yeah, and we still haven't come up with a plan. It's going to be even harder now that more than half of Acmetropolis is under her control," I said.

"Its just too bad Zadavia can't call to update us. We could really use her help right about now," she grunted.

"I wouldn't be surprised if she's got Tech monitoring the communication frequencies, plus her call could give away our location," I added.

"I guess you're right. I just hate sitting around like this doing nothing!"

"Lexi, you angry right now. We can't let our emotions get the better of us. This isn't like all our other fights with the super villains where we can just go home and have Tech whip up so invention to save the day. We get only one shot at stopping Oak and we can't mess it up," I shouted, grabbing Lexi's shoulders. "Besides, you're Lexi Bunny: spunky and fearless second-in-command to the Loonatics! And I'm Skye Wolfe! I may not be a genius or skilled inventor like Tech, but I'm doing everything I can. If we put our minds to it, I bet we could be unstoppable!"

Lexi looked hard at me and smiled after my pep talk. "Yeah, you're right. Sorry, I'm just not used to this kind of pressure. If Ace were still here, he'd have a plan in no time."

"Lexi, he chose you as his second-in-command for a reason," I lightly shook her shoulders in emphasis. "Now what was that reason?" When Lexi didn't answer, I continued speaking. "Because you can lead under pressure and you know what's at stake. You're smart and brave, just like him."

"Thanks, Skye," she smiled. "Who knows? If we get out of this, we should form our own team, just us girls!" she grinned.

"Hm…Lexi and Skye, Dynamic Duo of Acmetropolis, I like the sound of that!" I smiled back as we both laughed.

"Well, we've managed to avoid Oak's detection for this long, but we can't wait forever. What have you managed to come up with?" asked Lexi.

"Sadly, I have no where near the amount of skill and experience Tech has when it comes to tinkering and inventions. I've worked with what little supplies my dad's old workshop had, but I've made a few modifications to our bionic suites," I explained.

"Like what?" Lexi asked. We walked over to the next room. I sat down at my dad's working station while Lexi stood next to me, hovering over my shoulder.

"Your suit still has the Sonic Siren that Tech put in when we fought Sypher – don't know what that guy did, but ever since we fought him, I've been having this insane headaches...

"Headaches? You didn't say anything about this before! You ok?" she asked, worried.

"Yeah, it's fine. Really. I've taken some pills but I'm having them more frequently than normal. Don't worry about it, we have more important things to do," I brushed the issue off, half wishing I hadn't brought it up. I pulled out one of the arms of the bionic armor. "Lucky for us, retail stores haven't been affected much by Oak's rule. I've added chainsaw extensions to deal with her little plants," I said, holding up the arm. I pressed one of the buttons on the forearms and a bar with a handle protruded from above the hand and blades lined down the forearm.

"Cool!" cried Lexi her eyes widening in excitement seeing the blades race down the arm, making a whir noise.

"It gets better. Using a few supplies easily found in a house, I've installed flamethrowers in the palms of our suits. I don't want to go into too much detail, but basically all we have to do is aim and shoot."

"Excellent. We'll be ready for Oak any minute now. Did you make anything to catch her with?" said Lexi.

"Like I said, I'm nowhere near Tech's level and I could work with what my dad had left over. I rounded some scrap pieces together to make this mask that should stop her from dispersing her mind control spores and keep her from mentally controlling plants, at least until we can get Tech to make a more powerful and hopefully permanent version. As for keeping her locked up, well…I just left that for when we catch her," I said with a cheeky grin.

"We have the weapons and we have the trap. Good job Skye. We should hit her tonight. With no sun, the plants will probably be weaker. We can't afford to waste anymore time and give her a chance to mobilize," said Lexi.

"You're right. Let's suit up; the sun sets in about an hour," I said, as we both suited up. "Oh, I added one more thing. Press that green button," I said to her, pointing to the green button on Lexi's left forearm next to the communicator.

Lexi pressed the button. "Was something supposed to happen?" she asked. I chuckled and held up a mirror, showing nothing in the reflection. "Whoa! I'm invisible! How did you pull that off?"

"I thought it might help against being outnumbered. Tech's actually the one to thank on that part. The material of the bionic armor already laid the groundwork for invisibility."

"What about Rev's internal GPS?" Lexi inquired.

"I've taken care of that. When the invisibility is activated, it emits a signal that disrupts his GPS, so he can't track us while we go about unseen," I said. "The down side is it'll only last about a minute and takes nearly twice as long to recharge."

"At this point, I'm not complaining. Now let's take that Poison Oak down," she said, punching her fist. "She's gonna pay for stealing Ace from me."

"Sorry, what?" I asked, cocking my eyebrow at her.

"Hm?" she jumped, blushing. "Us! I mean, she's gonna pay for stealing the guys from us. That's what I said," she said, crossing her arms in determination.

"Was it now? I could have sworn I heard something else," I said, elbowing her arm.

"No, that's what I said. I have super hearing, I know what I said."

"All right lover girl, let's head to the harbor. Luckily for us, Oak is still an amateur villain and still doesn't think she needs a more secure lair."

"She may have beauty, but she certainly didn't get brains," Lexi remarked. Once it got dark, we left my apartment building and managed to sneak to the harbor through a series of back alleys. The same abandoned building we first encountered her in was covered in vines and plants, more so than last time. The Venus flytraps were still there, but my new chain saw modifications easily took care of them.

"Doesn't look like Oak's servants are doing much," I said, noticing how empty the area seemed.

"She must have them scouring the city for us, or she knows we're coming," said Lexi. "Besides, its not like she's got a shortage of henchmen since she's got the guys under her control."

"No point in waiting any longer. Let's go," I said. We pushed the warehouse doors open and saw Oak in the same throne she sat in the first time the met her only this time with a more confident grin plastered across her face and the boys stood on either side of her throne with blank looks in their eyes.

"Ah, if it isn't the two missing Loonatics. I was wondering when you two would join the party," she giggled.

"We're giving you one last chance to surrender Oak! I suggest you take it! I'm not exactly in a charitable mood," I said, pointing to her.

"Please, I have the rest of your team at my disposal, why would I even think to surrender?" She waved her hand and vines snaked across the ground before wrapping firmly around our ankles. They pulled us up, suspending us above her as she stepped out of her throne. "Now what should I do with you two?" she asked as Lexi and I struggled against the vines which tightened around us.

"Not your call, Oak," said Lexi. We both looked at each other and nodded, activating the chainsaw blades. They easily cut through the vines and we easily landed on the ground.

Oak jumped back and narrowed her eyes at us. "You've been busy. I thought you'd been hiding all this time because you were cowards! Boys, attack!" Lexi and I backed up until we were in the middle of the building floor as the guys formed a circle around us.

"Green button?" asked Lexi.

"Green button," I smiled back. We both pressed the green button, activating the invisibility.

"Where did they go? Rev, find them!" Oak shouted in desperation.

"I can't pick them up on my GPS, something is disrupting it," answered Rev in monotone.

"Oh forget it, my plants will find them!" Oak raised her hand and vines sprouted from all over the place, feeling for any sign of us.

Once they got close, the invisibility wore off so I used the chainsaws while Lexi unleashed the flamethrower, burning the vines to a crisp. Ace quickly jumped over to me and pulled out his sword. I changed my arm into a sword in response. I heard Slam come up behind me in his tornado form and jumped up into the air in time for him to slam right into Ace. "Slam never was good at sneaking," I remarked.

Rev zoomed up to Lexi but she used her Sonic Siren, which stopped him right in his tracks. She easily kicked Rev back and shot a Brain Blast at Duck just as he raised his arm back to throw an egg at her.

"We're doing pretty well on our own don't you think?" asked Lexi, as we regrouped. We kept our backs together so we could both see any incoming attacks.

"Absolutely," I chuckled. "Maybe we really should consider forming our own tag tem?" I said, looking at her for a quick second. Once I looked back straight ahead, I saw Slam charge towards us. "Give me your hand!" I shouted. Without hesitation, Lexi tightly grasped my hand as I lifted her with all my might and spun around, giving her a boost to kick Slam back. Just as Slam fell back, the rest of the guys ran up to us. Lexi used her momentum to kick the rest of them back, each step looking like she was running. I let go of Lexi and we resumed fighting off the guys.

I heard a loud noise behind me and turned around just as a shipping container flew out right towards me. I didn't have enough time to move out of the way so all I could do was hold up my arms as the container smacked into me and threw me into the wall. I fell to my knees and grabbed my head. Another one of those stupid headaches was coming back. No! Not now of all times! We couldn't lose this one! There were no second chances this time! My vision was a little blurry, but I looked up and managed to make out Lexi getting overpowered. She tried to hold off the guys, but five against one weren't favorable odds. Lexi fell to the ground with Duck and Rev holding her down by her arms.

"Finish her off then go back for the dog," ordered Oak.

Ace raised his sword over Lexi's head, the tip pointing straight down. Lexi struggled, but she was worn out and Duck and Rev had a strong hold on her. When her struggling ceased, she looked up to Ace's blank eyes. "Ace, please…I know this isn't what you want," she said, tears lightly forming in her eyes. Ace raised his sword.

"Do it now!" shouted Oak, impatient.

"Ace…" said Lexi. Ace hesitated. My vision was starting to clear up and I'm sure that I saw his hands shake as he held the sword above Lexi's head. I regained my composure and rushed over to Ace and kicked him aside. Duck and Rev jumped up but I shot them with a weak blast from my arm.

I grabbed Lexi's arm and pulled her up. "Lex, you ok?"

"Yeah, I think I almost got through to him. He hesitated when he held his sword," replied Lexi. "Ace is still in there!" she beamed.

"I've got a plan. Distract them!" I cried. I pressed the green button and my bionic armor turned invisible.

"I got your back," she replied, as the guys advanced on her.

"Come on! It shouldn't take all of you to take down one of her!" shouted Oak.

Lexi managed to fend off the guys for a while, but we couldn't keep this up forever. We had to finish this now! I snuck up behind Oak's throne and changed my arm into a sword and pressed it against her throat, grabbing her arm to keep her in place before my invisibility wore off. "Call of the boys and I won't slit your throat," I said.

"Y-you're a super hero, you don't have the guts," she stuttered. She clearly wasn't expecting a physical confrontation.

"Try me! You took control of my team, almost killed another one of my friends and now you're just pissing me off! So call off the guys," I said, pressing the blade closer to Oak's throat.

She hesitated for a moment before speaking. "Boys, stop," said Oak. They immediately ceased their attack on Lexi.

"Lex, now!"

"Gotcha!" Lexi cartwheeled over to a hose attached to the wall and pulled the nozzle off. "Time to wash up guys," she said as she sprayed them with water and shot a Brain Blast with it, which got carried by the water. The force of the water pushed them all back. They slowly got up, coughing and groaning, their eyes returning to normal.

I grabbed Oak and threw her down to the ground, pulling out the handcuffs and mask I made earlier. "Oh, you'll pay for this!" cried Oak, struggling, but I was much stronger than her, especially when she didn't have her plants to do her work for her.

"Save it for someone who cares," I said.

"Oh, what happened?" asked Duck. He snapped his head in all directions to try and establish what was going on.

"Lex? Skye? What are you doing here?" asked Ace, confused.

"Is there any way someone can explain why I have a real big headache all of a sudden?" asked Rev.

"Ugh head hurt," grumbled Slam.

"Skye, why are you wearing your bionic armor?" asked Tech. "What's going on?"

"Man, you guys just missed out on the coolest smack down ever!" exclaimed Lexi.

"We'll explain back at HQ, once we get little miss poison ivy here to Acmetropolis prison," I said, grabbing Oak roughly and pushing her out the door.

* * *

"So Poison Oak had us under her control the entire time?" asked Ace.

"Yup. Her little poison spores tapped into your nervous system and took control of you," said Lexi. "I guess when I hosed you guys off, it washed the spores away."

"But how come you and Skye weren't affected?" asked Duck, crossing his arms.

"Her spores only affected males. She eventually got control of every male in Acmetropolis, so we had to hide out and lay low for a while," I said.

"So where did you guys hide out?" asked Tech.

"Skye's old apartment. We used the disguise belts to change our appearance," replied Lexi.

"Amazing, I never would have thought of that!" said Ace.

"And look at these enhancements on the bionic armor: chain saws, flamethrowers and even invisibility that disrupted Rev's GPS!" exclaimed Tech, examining my modifications.

"Well I didn't have a lot of time and my resources were very limited," I said, nervously rubbing the back of my head.

"Still, this is some amazing work," said Tech with a smile.

"You should all be lucky that Skye and Lexi managed to subdue Poison Oak. Thanks to them, she is safely behind bars in the environmentally altered prison specially designed to inhibit her plant manipulation powers. She won't be getting out anytime soon." Zadavia's image appeared on the screen while an image appeared next to her showing Poison Oak in her cell, wearing the same mask I had placed on her. The image faded as Zadavia took up the full screen again and continued speaking. "Skye, Lexi, you both did a fantastic job. You two performed beyond the call of duty and prevailed against all odds. I'm immensely proud you!" Lexi and I looked at each other, exchanging proud smiles before hi-fiving each other. "Boys, I suggest you all take a look at the footage from the warehouse during your battle. You could all learn a thing or two. Zadavia out," she said, as her image disappeared and the screen powered down.

"Do we really have to watch some boring footage from a night none of us remember?" asked Duck.

"Zadavia's right. We could learn a thing or two from it," said Ace. Tech played the footage for everyone on the big screen in the den. "Wow, you girls are kicking butt!" cried Ace.

"Yeah, I've never seen you guys fight like that then again I've never seen you guys fight us at all since we don't normally fight but then again we weren't exactly ourselves so I guess it doesn't count but man you guys are kicking butt – even if it's our butts you're kicking!" cried Rev.

"Whoa, did I really shoot that at you?" Tech asked me with worry. The footage had gotten to the part where I was hit with the shipping container, which now I learned was actually thrown by Tech via his magnetism powers.

"Yeah, don't worry about it. You didn't mean it and it didn't really hurt all that much," I answered, trying to quell his worry. It was still pretty awkward between us this we kissed during the Weathervane fight and this only made it worse.

"Well still…sorry," he said, rubbing the back of his head as his ears drooped.

"Tech, it's ok. It wasn't your fault," I said, putting my hand on his shoulder. I smiled at him as he smiled back.

"Lex, you mean I tried to kill you?" he asked, his eyes widening.

"Ace, it's no big deal. You didn't mean it," replied Lexi casually while she turned her face away slightly to hide her creeping blush.

"No, it is a big deal. I-I'm sorry. You know I'd never hurt you, Lex," said Ace, taking a hold of her hand.

"I know Ace," she said with a smile.

* * *

**Batman and Robin reference LOL**

**For those who remember the evil dolphin episode from season 2, Lexi's brain blast gets amplified by water and can mess up mind control. They don't know it now, but they will by season 2/sequel fic. Hope this was enough to satisfy you AcexLexi fans. Believe me, I've got more planned for them AND SkyexTech.**

**Remember guys that Skye may be intellectually smart, but she is not much of an inventor. She can tweak with things like her limbs, because that was something she had to learn. Her old place where she lived with her dad had lost of spare parts plus Skye helped to make the bionic armor so she knows more or less how it works.**

**Here's something I had in the chapter originally near the beginning. Deleted scene if you will.**

* * *

_**Deleted Scene:**_

_Just then, there was a knock on the door. Skye and Lexi looked at each other and Skye hesitantly answered the door. A policeman stood at the door holding a clipboard with the same glowing pink eyes as everyone else under Oak's control. "We are looking for Lexi Bunny and Skye Wolfe of the Loonatics. Have you seen them?" he asked._

_"No, sorry." Replied Skye._

_"We require your names for the city-planet wide search. Who are you and your…friend?" he asked, looking suspiciously at Lexi._

_"I'm Marissa Henderson and this is my sister Lola," said Skye._

_"But you are a wolf and your sister is a rabbit."_

_"Our father was a wolf and our mother was rabbit. I got his looks and my sister got our mother's." explained Skye._

_"Very well. Thank you for your cooperation," said the policeman. He wrote a few things down and walked away. Skye shut the door, leaned on it and sighed._

_"That was close. How did you come up with that?" asked Lexi._

_"Well, you know how a lot of people have been after my dad right? I was in charge of coming up with our cover stories. It just comes naturally to me now."_

* * *

**Next Chapter - Mastermind episode**

**After that, maybe another original content. I've come up with a couple ideas. Plus my buddy Zacnichols123 (who is also writing an LU fanfiction of his own about Tech and Skye, with my permission of course - link on my profile) suggested that since I based Oak off Poison Ivy, why not make a thief character based on Catwoman? What do you guys think?**

**Also, if any of you guys have ideas for original content chapters, let me know! **

**Review! ~ZP**


	9. Creeping Past

**So sorry for the long wait. Been pretty busy and this isn't one of my higher priority fics X3 So here's what I love about breaks. You take some time away from something and then your views on it change. I've decided to just put them together. Now. Yup, that's right. Read on my pretties. It's a loooong chapter. **

**Thanks for all the reviews, favs and alerts. If all I'll say in a response is "thank you," then I will not be replying to reviews. But they are still, nonetheless appreciated.**

**Review Replies: **

**Butter: **It mostly depends on whether the episode will affect either the TechxSkye and AcexLexi relationship.

**DudeX: **Well, you get your wish.

**Fully italicized passages are flashbacks.**

**I do not own Loonatics Unleashed, only Skye Wolfe. This fanfiction is purely fan made and not associated with Warner Bros.**

* * *

**Normal POV**

It was just another normal day at Loonatics HQ. They hadn't received a mission in a while, so things were rather quiet. In order to keep their skills sharp, they had spent a lot of time in the virtual training room. It had gotten to the point where various friendly wagers were made.

"Yeah, that's a new personal best!" cried Duck, shooting down more virtual ninjas.

"How many times do I have to tell you, this isn't a game? It's a highly specialized virtual training program," said Tech, annoyed.

"Either way, I'm dominating. Just a few more hits and I'll have the new high score!" Duck boasted.

"Maybe, but I have a few more tricks up my sleeve," said Tech, pressing a button. Nearly double the amount of ninjas suddenly appeared on the field as Duck formed two eggs in his hands.

"Hey, Tech, got a minute?" Tech turned around and saw Skye enter the lab.

Tech said nothing and quickly looked at Duck in the training room before pressing the mute button and shutting the doors Skye had just entered through. "Yeah, sure. Um… what do you need?" he asked, trying to hide his nervousness as best he could.

"Look, I know I've been avoiding you since the whole Weathervane incident when we, uh…"

"When… when I kissed you…" finished Tech, awkwardly.

"Yes, when… that happened," said Skye, fidgeting with her fingers.

"I didn't mean to, you know? It's just one of those cloud creatures knocked me right into you," said Tech.

"No, no, I don't blame you. I didn't mind it. To be honest, I… I actually liked it," she said, smiling slightly.

Tech nearly choked on his own saliva as he swallowed the lump in his throat. "Y-you did?"

"To be honest, the reason I kept avoiding you was because I wanted some time, time to think about my feelings," she said, nearly struggling to get that last word out.

"Feelings?" asked Tech, hopeful.

"For you. I'm not sure if this is true or anything, but Lexi told me that you have a crush on me?" she asked, trying to change the subject slightly.

Tech nervously rubbed the back of his head. "Um, that would be accurate," he said, as Skye giggled lightly. "Skye, I've never had these… feelings for somebody before and given our line of work, something could just as easily happen to either of us."

"Tech, don't talk like that," Skye said.

"No, let me finish," he said, interrupting her. He stepped forward and took her hands in his. "Skye, I really, really like you. And if you really like me too, I'd, uh, I'd like to see where this would take us."

"Us? Why Tech, are you asking me to be your girlfriend?" Skye asked, sarcastically.

Tech laughed. "I'm not that good with confrontation or talking about my feelings, so… I guess I'll just have to show you," he said with a grin. Tech placed his hand on her cheek and pulled her close, before gently placing his lips on hers. Skye responded by wrapping her arms around his neck, deepening the kiss, while Tech wrapped his other arm around her waist, applying more pressure. When they pulled away, both were blushing madly.

"Well, I think you summed it up quite effectively," she said with a chuckle.

"Haha, well I'm glad. I… really hope this works. I've never had a girlfriend before."

"Well, if it helps, I've never had a boyfriend before."

"So when do you think we should tell the others?" Tech asked.

"I think it would be best if we waited a while before we announced anything. Besides, the other reason I came here was to tell you that Zadavia's online and she's got an assignment for us."

"Thanks, I'll get Duck and we'll meet you in the comm room," Tech walked over to the control terminal and shut down the training sequence as Skye left the room.

Duck walked out of the training room as smoke sizzled off his body. "Hey, I was about to beat Ace's high score!" he groaned.

"Sorry, Duck but Zadavia's on the comm and wants to see us. You can try again when we get back." The team gathered in the comm room around the main table as Zadavia's hologram appeared.

"Last night there was an escape from the maximum security sector of Acmetropolis Prison. The file is being uploaded to your computer as I speak." An image of Mastermind appeared on the screen.

"Blaguba big head," grumbled Slam.

"You said it, Slam," said Ace.

"Mallory…oh no." said Tech.

"You know her?" asked Skye.

"Unfortunately, yes. It's a long story. I'll explain on the way." The team boarded the main flyer and drove off to the prison.

"So Tech, you said you know Melonhead?" asked Ace.

"Back before Zadavia put us all together, I was still a grad student at the Acme Tech Institute."

* * *

_A young coyote wearing a white lab coat, orange shirt, blue jeans and glasses was typing away at something. A girl entered the room. She wore glasses too, black boots, a light blue long sleeved shirt, light purple skirt and a white sleeveless jacket. She had her black hair tied up in a bun._

_"Morning, Tech," said the girl._

_"Morning, Mallory," replied Tech. "Sorry, but is it all right if we have a silent study this time? Not that I don't have anything to teach you today, it's just I've got to work on my senior thesis. It's due tomorrow and I wanna make sure it's perfect."_

_"No problem. I've got some last minute things on my term end project to fix up anyway."_

_"The brain wave amplifier?" asked Tech._

_"That's the one. The university staff will be coming by in an hour to watch my demonstration. You're going to stay and watch right?"_

_"Are you kidding? I wouldn't miss it!"_

_After fifty minutes, Tech decided to check on Mallory's project while she was on a coffee break. Tech typed some things on the keyboard and the schematics for Mallory's project appeared on the screen. There was a large yellow figure in the middle of the screen with three smaller purple figures on either side with lines leading from their heads to the yellow figures._

_"This doesn't look like the brain amplifier I helped her design…" said Tech. Tech further scanned the entire system. 'Oh no, Mallory's modified this to transfer knowledge from other people to herself. And the university staff will be here in ten minutes. They must be her guinea pigs! I can't let her go through with this,' thought Tech._

_He quickly went back to his own project just as Mallory came in with a cup of coffee and a smirk on her face. Minutes after she returned, the university staff entered the room._

_"Mallory…Casey. We're here to see the demonstration of your brain amplifier machine." Said one of the staff._

_"Ah yes," said Mallory. She grabbed a helmet like device and put it on her head. "With just the flip of a switch, I will show you what it means to be brilliant." The staff stared at her as she flipped a switch and purple lightning erupted from her machine. Tech quickly deactivated the machine before the university staff could be affected. However, Mallory was struck by one of the lightning bolts. The machine exploded and smoke filled the room._

_"What's going on?" cried on of the professor as the smoke cleared._

_"Mallory modified her device to steal knowledge from other people and she was going to test it on all of you! I saw the modifications she made," said Tech._

_"What? Security!" shouted another teacher._

_Mallory came out from the smoke, her hair loose now and her forehead larger than it was before. Two guards came in and put handcuffs on Mallory while escorting her out of the room._

_"You! You ruined my life's work! How dare you! Oh, I will get you Tech, someday! I will get you! You mangy dog!" cried Mallory being carried away by the guards._

* * *

"And that was the last I heard of her. Until now, that is," said Tech. The Loonatics landed their craft at the construction site near the prison. According to the prison guards, she managed to take control of a drill from the construction site nearby to escape.

"And she's still bent on getting back at you?" asked Lexi.

"I've never known Mallory to give up once she's set her mind to something," replied Tech.

"We picked up some strange electrical activity here," said Ace.

"She would have a field day with the equipment here," said Tech.

Duck looked around. "Me thinks this place is empty."

"Chill Duck, me thinks I hear someone thinking louder than any of us. We're not alone here," said Lexi, her sonic hearing reacting.

"I agree, I'm picking up another scent nearby, and it's not any of us," said Skye, sniffing the air.

"That's got to be her," said Tech.

"Why give that dog a bone." Everyone looked up and saw Mastermind on top of one of the construction vehicles. "Nice to see you again Tech."

"I wish I could say the same about you," replied Tech.

"You get an A for the escape but an F for the getaway," said Duck.

"This isn't about escaping, it's about revenge." Mastermind waved her hand and various equipment tools chased after them. The team split up to deal with the rampaging vehicles. By the time they destroyed the machines, they found no trace of Mastermind.

"Where big head?" asked Slam.

"She must be skulking around somewhere," said Tech.

"Her scent's weak; she must have retreated for now," said Skye.

"I've got something at HQ that should give her a big headache. We should head back and get it before she shows her big head again," said Tech. Everyone piled back into the craft and flew back to HQ. As they got closer, Mastermind suddenly appeared on their screen.

"Sorry Tech, but I've got complete control over your headquarters now," said Mastermind. "And now I get to play with some of your toys."

Three security drones emerged from the tower and began chasing the Loonatics. "Evasive maneuvers!" cried Ace. Tech tried his best to evade the drones, but they were completely taken by surprise. They were quickly shot down by the drones and crashed into the streets below, but thankfully nobody was injured.

Ace walked up to the ground level door and tried his best to open it via the access panel. "She's locked us out of HQ," he said, slamming his hands against the wall.

"Fighting your opponent from within their own stronghold, genius!" cried Tech.

"Tech, I don't think now is the time to be complementing the bad guy," said Skye.

"No me genius," said Slam. He spun in a tornado and burrowed into the ground, quickly followed by the other Loonatics. He burst through the ground inside the base of the tower as the rest of the team climbed out. Rev ran over to the wall and unlocked the weapons unit concealed. Ace, Lexi, Duck and Rev grabbed pistols while Slam grabbed his giant gauntlets.

"Wait, she's booby trapped everything!" cried Tech. Metal cables emerged from the pistols and bound them to the hands of those wielding them while Slam's gauntlet locked his fists together.

Duck's pistol began firing all of a sudden. "It's not me, I can't control it!" cried Duck.

Ace shot his off with his laser vision, Duck quaked out of his, Slam smashed the gauntlets against the wall while Rev shot his, ran to the other room so the shot could hit the pistol.

"Lex try and stay still," said Skye, pointing her blaster at the pistol. She fired a shot and the pistol exploded.

"Thanks Skye," said Lexi.

"I should have seen this coming. I feel like such a pea brain," said Tech sadly, hanging his head in disappointment.

"Don't say that Tech, no one could have seen this coming," said Skye, gently patting his shoulder in reassurance.

"Thanks, Skye," he said with a smile.

"Let's go into the vents, she can't monitor us in there," said Ace. He pulled the cover off and jumped in while everyone followed behind him. Once they were far enough in and in a larger area, they stopped to regroup.

"We have to find some way to get to my EMP," said Tech.

"You don't have to spell it I know what an emp is. Uh what is an emp?" asked Duck.

"Duck, EMP stands for Electro Magnetic Pulse," said Skye.

"That's right. If we can activate it, it will temporarily shut down any electrical device within the vicinity. Without power, she's powerless," said Tech.

"But if we do that, won't Skye's arm and leg be affected too?" asked Lexi.

"Yeah, they'll be shut down too. But it's fine. I'd rather be immobile for a few hours than have this crazy lady wreaking havoc in our own home!" replied Skye.

"All right then, Lexi, take Rev and Slam and go activate the EMP while the rest of us enter through the virtual trainer. She won't see us coming and hopefully it'll distract her from what you guys are doing," said Ace.

"Where do we find this EMP and how do we activate it?" asked Lexi.

"It's hidden in the lounge in plain sight and it comes with simple instructions. Rev will know what to do," said Tech.

"All right, team. We've only got one shot at this. Let's make it count." Ace, Tech, Duck and Skye went down one path from the main ventilation shaft while Lexi, Slam and Rev went down another. Ace came to one of the vent openings that led into the virtual training room. He scanned the area through the grate, but saw no one around. "The coast is clear." Everyone jumped down and Tech walked over to another weapons unit.

"She hasn't tampered with these yet," said Tech.

"Yeah, I'm not taking my chances," said Skye, changing her hand to a blaster. All of a sudden, the virtual trainer activated and a city landscape appeared.

"But she has tampered with this," said Ace.

Virtual soldiers began appearing and charged at them and Ace, Duck, Tech and Skye did their best to fight off the soldiers. They were easy to destroy but once they destroyed one, two more appeared.

"This has gone far enough!" cried Tech.

"You go after melon head, we'll cover you Tech," said Ace. Tech jumped into the ventilation shaft while Ace and the others held off the virtual soldiers. He emerged from the vents and found Mastermind. Once she saw Tech she ran into his lab and shut the door on him.

"Get back here, Mallory!" Tech growled in anger and impatience and pressed a few buttons and the doors soon opened for him.

"You're turning out to be more wily than I ever expected," said Mastermind.

"And you're just as twisted as I ever thought you were," said Tech.

"Not twisted, silly, more like enlightened. You taught me everything I know, remember?" Mastermind pulled pistol from behind her back and began firing laser blasts at Tech. Tech jumped out of the way in time and quickly constructed his own laser gun from various materials around the lab.

"But not everything I know," said Tech with a smirk, returning fire.

Mallory quickly grabbed a circuit board and ran over to a pile of metal scrap. All it took was one touch and the metal scrap formed a giant robot. Tech fired at the robot, but it simply knocked the beam away and grabbed Tech. He gritted his teeth as he felt a surge of electricity run through his body. '_Just a few more seconds,'_ he kept thinking to himself. He just had to hold out long enough for Lexi and the other to activate the EMP. His waiting paid off as the machinery composing the robot suddenly shut down and disassembled. "Game over meat head," said Tech, standing on the pile of her once fighter robot.

The pen on her shoulder quickly shut down and lay motionless on the floor. She bent down and tenderly touched the pen as her smirk turned into a hurt frown. "An electro magnetic pulse? But that's not fair, you mangy dog!" she cried, her expression now one of anger.

"What's not fair is you turning my own inventions – my babies – against me. You crossed the line, fathead." Tech magnetized a rope as it wrapped securely around Mastermind. "And for the last time, I'm not a dog, I'm a coyote!" He purposely shoved her with his shoulder when he walked towards the door.

"So touchy," she remarked. Tech pulled hard on the rope, dragging her along with him. "You haven't seen the last of me, Tech! I'll get you! Count on it!"

"Yeah, yeah, yeah…"

* * *

Duck lay on a small pool raft floating in a small lagoon. He was dressed in his swimwear and out of his uniform. "Ah, yeah, his is just what the doctor ordered after a tough mission.

"You said it," said Lexi, lying on her stomach on a beach chair next to the others. "You ok, Skye?"

"Yeah, I just feel like I've got some dead weight," Skye replied, also lying on a beach chair. Her limbs had gotten caught in the EMP and subsequently were shut down. She was about to reach to her left for her drink, but Tech beat her to it and handed it to her.

"Let me get that," he said with a smile.

"Thanks," Skye smiled back.

"It's the least I can do… for my new girlfriend," he said, whispering that last part.

All of a sudden, the beach environment disappeared and the virtual training room surrounded them. "Hey, Rev? What's the deal?" asked Ace.

"Sorry, just catching my breath," said Rev, mounted on a bike. He panted heavily for a few seconds. "Ok, done!" he said, before quickly pedaling, which powered up the virtual room again. "You know guys, I don't really mind doing this, ok well maybe I do mind! But Tech, you said the EMP would wear of in six to twelve hours. It's been eight! Or has it? I lost count. I'll count again!"

"Keep pedaling!" shouted the rest of the team.

* * *

**That's all for who knows how long? But I hope both the length and getting them together was worth the wait. Not sure what I'll do next though. I've got some ideas, but those are for later chapters.**

**As usual, please review! ~ZP**


	10. Thieves' Night

**Wow, how long has it been since my last update? I don't know, but I had the sudden mood to write a chapter for this. I'm so sorry to keep you guys waiting, so I really hope you enjoy this chapter. I plan on wrapping up this story in a few more chapters since I'm following the main plot of the first season, but I've got a few more things planned that aren't canon. Oh, and one of those things is major AcexLexi. **

**So this chapter is my take on the Massive episode while also taking a spin on the Catwoman-style villain somebody suggested. I don't remember who it was, but you know who you are. So in this chapter, I'm introducing Mist, a professional thief (and I will explain why the Loonatics never went after her as well).**

**Review replies: **

**Rachel: I do make line breaks between scene changes, it's something I make a habit of doing. You can probably see the line breaks easier if you use the dark page setting provides. Plus, since the show itself has so many transitions, I try not to use so many page breaks to provide more fluid transitions while I write. But I will try to make page breaks more obvious.**

**TheDudeX: Thanks! Yeah, I felt it was finally time to get the two of them together rather than just dragging it on. Plus I wanted them together by the season finale for something special. ;)**

**Thanks for all your wonderful reviews, favs and alerts. I hope you keep doing it!**

**I do not own Loonatics Unleashed, only Skye, Mist and other OCs. This fanfiction is a non profit, fan-made story with no association with Warner Bros.**

* * *

**Normal POV**

"That's the third time this month!" exclaimed Ace, watching the latest news feed on the television. He sat on the couch in the main living room with Duck and Slam on either side of him.

"What? They cancel your favorite show or something?" asked Duck with sarcasm ever so clearly evident in his voice.

"Get serious, Duck. Haven't you been watching the news? There's been a series of break ins all over Acmetropolis and the cops aren't getting any closer to catching the thief. They call her Mist because she's got a habit of 'disappearing.'"

"Why not we go after her?" asked Slam.

"We're a crime fighting team of superheroes that fight supervillains," said Lexi as she entered the room. "Besides, we're a privately funded group. We don't go after someone until Zadavia calls and tells us to. That's why she's the boss."

Ace sighed, "Lexi's right. The police handle the small crimes while we handle the big stuff they can't handle, like Weathervane and Sypher. I guess this dry streak is just getting to me, that's all."

"Tell me about it. I haven't been able to show off my slick moves to all my fans in weeks!" complained Duck, throwing his arms up in frustration before sighing and sinking into the couch.

"Hey guys! You'll never guess what I just saw-" Rev suddenly burst into the room but his sentence was cut off when Tech suddenly tackled Rev to the ground. Skye quickly followed up behind the two and clamped her robot hand tightly around Rev's beak to keep him from speaking further.

"Uh, are we missing something here Tech?" asked Ace.

"Wha? Oh, uh nothing to see here, chief. Rev just got, uh, a bit too curious with one of my new inventions. He, uh, wanted to tell you guys about it, but… I, uh…" Tech trailed off, trying to come up with something else to say.

"Um, Tech didn't want Rev spoiling his new invention until it was done! So if you guys don't, uh, mind us and just go back to watching whatever you're watching, we'll just keep Rev here," she said, sending Rev a subtle glare, "from spoiling the surprise."

"Uh… ok. You guys get back to… whatever," said Duck as Tech and Skye forcibly pulled a struggling and muffled screaming Rev back into the lab.

When Skye and Tech got back to his lab, they roughly threw Rev into a chair before crossing their arms and glaring at him in anger and annoyance. Rev felt the pressure and decided to break the awkward silence.

"So, how's it going, guys?" he asked, raising his eyebrow at them.

"Let's get one thing straight, Rev. You didn't see anything," said Tech with a glare and baring his fangs.

"And what exactly did I see?" he asked, as if he didn't know the answer already.

"Tech had something on his face and I was helping him get if off!" Skye was quick to answer.

"Yeah, with your mouth maybe. And the last time I checked people usually use their hands to get something off other people's faces. But since you were using your mouth there was only one reasonable and obvious conclusion I could draw from it," Tech cut Rev off by clamping his fingers around Rev's beak, sharply cutting off Rev's sentence like he had done earlier.

"All right, all right, Rev. We are… dating," Tech answered awkwardly.

"I knew it!" Rev cried in excitement.

"But, we've agreed to keep this information private so as not to compromise team missions. So Tech and I are asking you to keep this a secret for now," Skye explained.

"And since I know it's very hard for you to keep a secret, I want you to try very hard to keep this one Rev and not go around telling everyone within five minutes like you usually do," added Tech.

Rev laughed, "And why would I keep you two dating a secret? You remember that time I tried to keep that internet video of Duck a secret, don't you?"

"Haha, yeah that was pretty funny. But this is entirely different! Rev, I'm asking you as my best friend to keep quiet about this," Tech said with a sincere look.

Rev looked at the two of them, seeing just how important this secret was to them. "All right. I won't say anything to the others."

"Good, I was worried we'd have to threaten you," said Skye.

"Huh? With what?" Rev exclaimed.

"We're a coyote and a wolf with a genius level intellect and weaponized robotic limbs. I think we can get pretty creative," added Tech.

"Cross my heart!" cried Rev, quickly drawing a little X over his chest. "Can I go now?"

"Yeah, just remember," said Skye, bringing out her sword and giving him a short threatening glare. Rev blankly stared at her before zooming out of the room. "You think Rev can really keep this a secret?"

"It'll certainly be a first for him, but I think you give an added intimidation factor in our persuasion."

"You know, I kinda like this take-charge Tech. It's kinda hot," Skye said with a grin.

"Is that so?" Tech smirked, pulling her close to his around her waist. He was about to close the space between them before Skye started speaking again.

"So what's this internet video about Duck that Rev mentioned?" she asked.

Tech sighed and pulled away. "Way to kill the mood," he said, hanging his head back in annoyance. "Bringing up Duck at a time like now? You're so evil," he whispered with a grin. Skye giggled and ran off as Tech chased after her.

* * *

"Team, we have a problem," said Zadavia, suddenly appearing on the television screen, interrupting the live broadcast of the Basherball game.

"Aw, can't it wait until half time?" asked Duck.

"Now," she answered in a serious tone.

"What's up, boss?" asked Ace, as the rest of the team joined them.

"There's a thief at large committing high scale robberies all over Acmetropolis," she started.

"Thief? You mean that one the police are tracking?" asked Skye.

"No, this is a new thief," added Zadavia.

"A thief? Isn't that beneath us superheroes?" asked Duck.

"If we were dealing with Mist, that would be the case. But this new thief is different," Zadavia continued.

"Which means super thief," said Ace.

"Precisely. He's currently robbing the Acmetropolis Art Gallery. Get over there immediately," she finished, signing off. They dashed off to the gallery as patrons ran screaming from the entrance. They saw the security guards lying on the floor while a large muscular man walking towards a giant bejeweled egg.

"All right doc, step away from the egg!" declared Ace.

"The Loonatics? Interesting," the thief laughed. "It seems Massive's popularity is growing."

"Is he seriously talking in third person?" asked Skye.

"How about this? You can save this one trinket or you can save yourselves!" Massive waved his hands as the ground beneath them suddenly began rising. "Don't you know the cost of being heroes is rising?" Massive raised his other hand as a piece of the ceiling suddenly came down towards them. "How about a hero sandwich?"

"I don't think so. Tech?" asked Ace.

"I'm on it, chief!" declared Tech as he raised his arms and used his magnetism to keep the metal debris from crushing them. Massive used his powers to launch a few statues and benches at the Loonatics, but they were easily destroyed by the combined powers of Ace, Lexi, Skye and Duck, turning the projectiles into dust.

"Forget it. I'm done here anyway," said Massive with growing frustration. He grabbed the egg and levitated out of the gallery.

The Loonatics jumped back down to the ground and were ready to chase after Massive, but Lexi stopped them. "Wait, the guards!" A piece of the ceiling broke off over the guards, but Ace was able to shoot it to pieces before it crushed them. The building began crumbling around them as the Loonatics began grabbing guards.

"We've gotta get these people out of here!" cried Ace, shooting a circle around the incapacitated guards as Slam lifted the slab off the ground and carried them out of the gallery. They were able to get out with all the guards and a few gallery pieces before the building caved in on itself.

"Looks like Massive skipped," said Ace, overlooking the fallen art gallery.

"How does someone that big skip?" joked Lexi.

"More importantly, how are we going to find him?" asked Skye.

"Massive's a thief to the core. We've gotta think like Massive, think like a thief!" declared Ace.

"But none of us are thieves. How are we supposed to know what a super thief would do now?" asked Lexi.

"Hm. I have an idea. Tech, can you make something to counter Massive's powers?" asked Ace.

"Of course! Skye and I will head back to the tower and start on something immediately," said Tech as Skye nodded in agreement.

"Get on it. The rest of us are going to find ourselves a consultant," Ace continued.

"A consultant for what?" cried Duck in annoyance.

"If we're gonna predict what a thief like Massive will do, we're going to need to talk to a thief."

* * *

Mist dashed across the rooftops as police cars chased after her on the ground below. Within a few blocks, she was easily able to slip loose of the cops. She laughed in triumph before suddenly coming to a stop. "Loonatics? Shit! But this isn't your jurisdiction!" Mist cried.

"You can relax, Mist. We're not here to arrest you. Like you said, you're not our jurisdiction. We just want to talk," said Ace, holding up his hands to reassure her.

"Ohoho, don't think you can fool me! You heroes never just want to talk. You want something don't you?" she said, carefully eyeing the superheroes. Duck suddenly appeared behind her and grabbed the bag she used to carry her loot before reappearing alongside the other Loonatics. "Hey!" she cried. "Give that back!"

"No way! You're a dirty thief and I, being the gracious hero, shall return these to their rightful owners." Duck opened the bag and his face suddenly dropped in disappointment. "What the? It's just a bunch of food and clothes!" he scoffed.

Mist fired a grappling hook at Duck, grabbing the bag and securely holding it tightly in her arms to keep anyone from trying to take it from her again. "And I need it more than you! Now what do you want?"

"Your help," answered Ace.

"My help? Why would you want my help?" Mist cried in confusion.

"There's a super powered thief hitting banks and museum and art galleries all over the city. We need to know what his next target will be. You're the next best thief we know and we figured since it takes a thief to know a thief, you might know where he'll strike next," explained Ace.

"And why in the hell would I help you?" Mist laughed.

"If your assistance leads to the capture of Massive, we'll expunge all criminal charges against you," said Lexi.

"And why would I believe you? Why would I want to help you?"

"Because you don't want to end up behind bars. I've been following up on the investigation on you. Someone of your skill should be hitting high-end jewelry stores or even banks. But all you seem to target are food markets and clothing stores. And you don't take much, which tells me you only take what you need," started Ace.

"I take what I need to survive from people who have more than enough to spare. I do what I have to do to survive. Is that a crime?" Mist spat.

"As it stands, yes. But if you help us catch Massive, you have my word that all charges against you will be dropped. Deal?" Ace asked, holding out his hand.

Mist stared at a moment before looking at her bag of loot, then at Ace, his hand and back to Ace again. "All right, you've got a deal rabbit," she said, shaking his hand.

"Bunny," Ace said correcting her. "Now, the last place Massive hit was the art gallery and all he took was a giant bejeweled egg. Before that, he hit several banks. What would his next move be?" asked Ace.

"I've heard about that egg. It's supposed to be worth 150 million quazarlinium. I've seen the news feeds and from what I can tell Massive has no sense of stealth. He's overconfident and is very open with his heists. He doesn't care who gets in his way and he's so sure of his abilities that he thinks nothing and no one can stop him. When you're facing this kind of guy, you want to play the odds in your favor."

"A sting?" suggested Ace.

"Exactly. Set up sting to draw Massive's attention. Lure him into a trap. If the prize is big enough, he'll play right into your hands."

Ace turned back to the Loonatics. "All right guys, Tech and Skye should be just about finished their gravity gun. Let's head back to HQ and set something up."

"I hope Zadavia's got some quazarlinium stowed away for a rainy day because I definitely don't have enough to top 150 million," said Lexi.

"I'm sure Zadavia will have something. Thanks for the help, Mi-" Ace turned to thank Mist, but she was no where in sight. "You know, I've seen people do that on TV. Never thought it would be this annoying when someone does that."

* * *

**I hope you guys enjoyed that chapter. I'll try to start working on the second part soon. You'll also get to learn a bit more about Mist in the next chapter. I really feel like if the Catwoman-style villain idea had come to me earlier, I would have been able to set it up better. Like, I would have like to maybe set up a bit of a cameo or at least some sort of mention of Mist's activities, because her introduction just feels so sudden to me. But going back and changing something so little like that won't really make much of a difference in my eyes, and probably in the eyes of readers who've been following this story since the beginning too. Either way, I do hope you enjoyed the chapter. **

**Next Chapter - Thin Air: Mist's idea of a sting just might help the Loonatics catch Massive, but when it fails miserably, they return to consult her once again and discover a dire secret of her. **

**Please review! If you have any ideas for team missions or anything else, do let me know!**


	11. Thin Air

**Didn't expect another chapter to come so quickly huh? Well, this is just my way of preparing an advanced apology for what may be another mini hiatus until the next chapter. Because let's face it, it's bound to happen. So while I'm still in my Loonatics phase, I'm going to try and pump out as much stuff for this fic as I can. Thanks for sticking with me through this fic and I hope you keep enjoying it!**

**Speaking of which, if you haven't been following me on deviantART, I've posted a neat picture of Arianna Wolfe, Skye's mother. Check it out, it's pretty awesome. **

**Thanks for all the reviews, favs and alerts. ****I do not own Loonatics Unleashed, only Skye, Mist and Felix.**

**Anyway, please enjoy this conclusion to the Massive episode. I've got about 8 more chapters planned for this season, two events being canon while the other two events being original.**

* * *

**Normal POV**

"Today is a very glorious day for the Luxury Rocket Industry! Please join me in welcoming our newest investor, Mr. Mallard Megabucks!" declared a woman standing at the podium. She held out her hand to welcome Megabucks to the stage while a large floating table of gold bricks sat behind him. The crowd applauded as Megabucks took the podium.

"Thank you! Thank you! I am happy to invest over 200 quazarlinium bars to build more of these crazy rocket doohickies, naturally I'd like the next model to have my face on it, so I-"

"Duck! Don't adlib! Stick to the plan!" scolded Ace from the audience through his communicator.

"Right-o," Duck replied in a whisper. "So in closing," Duck went on, continuing his speech.

"You sure this plan will work?" asked Lexi, dressed in an elegant red dress with a bow around her ears, who was sitting next to Ace, who was dressed in a light brown suit and hat.

"Mist's our best chance at knowing how a guy like Massive will operate. If she says he'll be here, then we've gotta take that risk. Hopefully, he'll take the bait. Everyone in position?"

Slam, Tech and Skye all confirmed while Rev proceeded to ramble on, "This is Rev in position and man I just want to say, Ace, that this is exciting!"

"Yeah, thanks for the update, Rev. So is our little surprise ready?" asked Ace.

"My specially made, hand crafted gravity stabilization gyro is all set and good to go!" boasted Tech.

"Man, you talk about that gyro like you're the only one who worked on it," said Skye.

"Yes, where would I be without my lovely assistant?" Tech said with a smirk. He was thankful that the rest of the team was in their positions so that no one could actually see the expression on his face.

"Ok, now you're just being a smartass… but you could stand to mention it more."

"Uh, Tech…?" asked Ace, awkwardly.

"Oh right, as I was saying, any gravity affected by Massive can be instantly restored by the gyro," answered Tech.

"Then we are good to go," said Ace. "And what perfect timing, look who just showed up!"

"Well, well, well, what have we here? Massive amounts of quazarlinium and massive amounts of me," announced Massive as he floated down onto the stage, causing people to run away in a panic. "That's right! No one stands up to Massive!" Massive raised his hand, ready to take the tray of bars.

"Hey Meathead! You gotta have an invitation before you can join the party," said Ace, firing a laser blast at Massive's chest.

Massive laughed as the blast had little effect on him. "My body's so dense I'm invincible," he proudly boasted. Ace jumped onto the stage, ready to strike Massive with his sword, but Massive easily knocked him aside with his thick, muscular arm. "You honestly think you puny attacks will do a thing to me? You have no chance against someone with my powers!" Massive was suddenly knocked into the wall by a surprise attack from Slam.

"Quick, everyone, while he's down!" ordered Ace as the entire team rushed Massive.

Massive quickly raised his arm, catching Ace, Lexi, Tech, Rev and Slam in a gravity field. "Feeling a little light headed?" he taunted. Massive felt something hit his chest and head and turned to see Duck holding eggs in his hands while Skye pointed her blaster at him.

"Ahem, forgetting someone?" asked Duck.

"Not exactly," Massive answered, blasting Duck and Skye with another gravity beam, causing them to fall to the ground as the concrete crumbled beneath them.

"He's made us super heavy!" cried Duck.

"Way to state the obvious!" shouted Skye, as she strained under her own weight.

"You see, all their weight has to go somewhere. Since you superheroes work so hard, I think you all deserve a vacation. But where to go? Oh, how about the moon? I hear travel prices are rising! Farewell Loonatics!" Massive raised his arm sending the five Loonatics flying higher and higher into the air. "Oh, don't get up," he said, looking at Skye and Duck, still trapped on the ground, "I'll show myself out, thanks." Massive grabbed the table of bars and floated off, laughing as he went.

"Duck! Skye! Can you guys point Tech's gyro up at us?" asked Ace through the comm.

Duck and Skye looked at the cart Tech had kept the gyro in. "No, unless I can do it by lying here and not moving," Duck answered.

"Duck… the Rocket Industries ship," said Skye. Duck slowly turned his head, fighting the powerful force of gravity that pulled him down.

"I'm on it. Hang on guys! Danger Duck is coming to save you!" he declared, teleporting into the ship.

"Yeah… I'll just… stay here…" sighed Skye.

Duck landed over the controls of the ship. "Oh yeah, the Duck has landed! Whoa!" he cried, as his weight dragged him over the controls and into the seat. As he fell into the seat, Duck activated the ship's engines and the ship dove into the air. "Hang on, I'm coming… just as soon as I can steer this thing!" he shouted, trying and failing to life his arm and grasp the steering stick.

"Everyone grab hands!" ordered Ace, as they all grabbed onto each other. Once the ship neared, Slam punched his fist into the side of the ship, dragging the rest of the team with him. "Ok, only one shot at this," said Ace, firing his laser blast into the side of the ship. The heat from the blast burned a hole in the ship as he climbed in and dragged the rest of the team inside with him.

Tech floated over to the main controls and pulled himself into the seat. "Wait, where's Skye?" he asked with worry.

"She's still down below," answered Duck.

"Oh," Tech said, strapping himself into the seat. "Duck's weight has crushed the controls beyond repair, so it's gonna be a rough landing!" cried Tech as Duck shot him a glare. The ship roughly crashed by the Rocket Industries building where their fake event had just been held.

Tech got out of the seat and floated over to the hole Ace made, reaching his hand out and using his magnetism to bring the cart with the gyro closer. "Now to restore us to normal gravity. That's it, come to papa," Tech said, as the gyro radiated a blast that instantly returned them all to normal. The sudden return of normalized gravity brought the Loonatics raining down on each other. Tech rushed out of the ship and grabbed the gyro and frantically searched the area. He immediately spotted the purple light from Massive's gravity powers and ran over to Skye. "Skye! You ok?" he cried.

"Just peachy…" she replied.

"Give me a sec," he said, activating the gyro. He reached his hand out and helped Skye up on her feet as the other joined them. "Well, the gyro works. We have gravity."

"That's Massive: two, good guys: zero," said Lexi, annoyed.

"So we know his powers are all about give and take: making something lighter or heavier," said Ace.

"Actually, he's not making anyone lighter or heavier. He's simply increasing or decreasing the force of gravity on specific objects and people," corrected Tech.

"Like it makes a difference," said Duck, crossing his arms.

"Yes, it does," added Skye.

"Maybe we can find a way to use that against him," said Ace.

"Got that right! It's about time we throw our weight around," remarked Lexi.

"He stole 100 million quazarlinium from the bank, the egg was worth 150 and we just set him up with 200," said Ace.

"So he keeps one upping himself. What's worth more than that?" asked Lexi.

"Not sure… but I know someone who might know," said Ace.

* * *

Mist ducked into her apartment window and she crouched as flat as she could against the brick walls until the sound of the sirens disappeared into the distance. She sighed and pulled off her mask before setting down her loot bag.

"You know, I see why you stick to the small stuff." Mist heard a voice in her apartment and snapped her head to the dark shadows by a nearby corner. "You're good enough to outrun a small patrol unit, but anything bigger than that, and you're toast," said Ace, as he came out of the dark corner.

"You! How did you-" Mist cried, frantically looking for her mask.

"I'm pretty good at finding what I need. That seems to be something we share, Rana."

"How? What do you want?" she snapped, growing impatient. "I heard your little sting operation didn't go too well. Back for more advice?"

"Not exactly. I already knew the sting wouldn't work. It would have been far too easy for Massive."

"So if you knew the sting wouldn't work? Why did you even do it? Why come to me for advice for something you knew was going to- Wait a minute. You already had the idea didn't you?" Rana asked, cocking her eyebrow and suspiciously pointing her finger at Ace.

"Haha, you've got me there."

"So, you used Massive as an excuse to get to me," Rana concluded.

"Bingo."

"Why?"

"I was hoping to convince you to stop this life of crime," started Ace.

"Oh, of course. You're little hero speech. Well I've got new for you, I don't do this because I want to. I do this because I have to!" she nearly shouted.

"Mom?" Rana and Ace turned their heads to see a little boy with black fur, pointy ears and a tail, holding a teddy bear standing in the doorway. "Why are you yelling?" he asked innocently.

Rana rushed over to the child and knelt down beside him. "Uh, mommy's just talking with someone. Go back to bed, honey."

"Whoa! Ace Bunny!" the boy exclaimed with wide eyes, running over to Ace. "Wow, the leader of the Loonatics! You guys are so cool!"

Ace bent down to the boy's level. "Is that so? What's your name, kid?"

"Felix Nox!" he proudly answered.

"Felix, sweetie, go back to bed while I speak with Mr. Bunny," Rana spoke, lightly pushing her son towards his room.

"Aw, but mom! I wanna talk to Ace Bunny!" Felix whined, lightly stomping his feet.

"Hey Felix, how about this? You let me and your mom have some privacy and I'll let you come to the Loonatics Tower to meet the rest of the team. How does that sound?" Ace proposed to the ecstatic young boy.

"R-really? Promise?" he asked, holding up his pinkie finger.

"Cross my heart," Ace replied, giving Felix a pinkie swear.

"Now, you heard him, off to bed," said Rana, as Felix ran off excitedly into his room.

"Well, that explains a lot," said Ace. Rana snapped her head, ready to fire a derogatory remark at the superhero but he continued speaking. "You're a good mother, Rana. You do whatever it takes to me sure you boy's got food, clothes and a warm bed to sleep in. I get it now."

"So what now?" Rana asked.

"You get some help," answered Ace.

"You don't think I've tried that? I've been to every help center in Acmetropolis but nobody wants to hire a high school drop out on the verge of homelessness with her kid! I can't even afford to send Felix to a good school! I can barely afford to give him everything he needs, everything he deserves," she said, casting a sad look at her son's bedroom door.

"I might know someone who can help," Ace said, hanging her a small card. "You don't have to listen to me. Just do what you think is best for your son. You're a good mother, Rana, but you wouldn't be a very good one from behind bars," Ace said, climbing out the window to leave.

"Good luck with Massive," she said. Ace nodded his head in response before taking off in his jetpack.

* * *

"You ready, Tech?" Ace asked. The Loonatics sat in the crowd of the MondoBowl just as the Basherball championship match was about to begin. They had determined that Massive would likely come after the 250 million quazarlinium worth trophy and were lying in wait for the villain to show.

"Yes. These gauntlets use the same gravity stabilization technology as my gyro. I based it off the gauntlets Skye was able to make to subdue Poison Oak. All we have to do is get them on him and no more gravity powers," replied Tech.

The Loonatics looked as the announcer spoke and the match began. The ball flew across the field, changing hands along the way while both teams managed to score on each other. All of a sudden, the ball stopped in mid air and was surrounded by a bright purple glow. The crowd and players gasped in shock and awe.

"He's here," whispered Ace, narrowing his eyes. "Get to your positions!"

Massive suddenly floated into the arena and waved his hand, bringing the championship trophy closer to him.

"Slam, take him down!" ordered Ace, as Slam spun up to Massive and knocked him in the back, causing him to drop the trophy. "Rev, go!"

"All right big guy, let's see how you like having your weight thrown around!" Rev ran over and kicked Massive into the air just as he came falling down. He quickly ran across to the other side of the stadium to kick Massive again.

"Time for you to slow down," said Massive, blasting Rev with his gravity, causing him to fall roughly into the ground. Slam tried to strike Massive from behind again, but Massive used his gravity to send Slam right into the roof. "Not this time big guy!"

Tech flew up to Slam with his jetpack. "Don't worry, Slam. I'll use my gyro to-" Tech stopped when Massive shot him with his gravity powers as well. "Going down…" he muttered, as he rocketed down to the ground below.

"Tech, you ok?" asked Ace.

"Define ok…"

"Hey, hope you don't mind. I'm just gonna borrow these," said Ace, grabbing the gauntlets.

Skye flew over to them and landed just as Ace ran off. "I've got you, Tech." Skye opened her palm and fired a light purple energy wave that enveloped Tech. "Good thing you installed the gyro tech in my arm too," she said, helping him up.

"Yeah, thanks. I'll get Rev, you help Slam," Tech said.

Lexi organized the basherball athletes and fired several balls at them, which she empowered with her brain blast. Massive only recoiled in response for a second before shooting his gravity at them.

"Game's over, Massive!" Ace cried, shooting a laser blast into Massive's back.

"I told you: you can't hurt me!" Massive laughed.

"No, but I'm working on a new number that should be you very uncomfortable. Duck, Lex, Skye, blast him!" Ace, ordered as his laser blast, combined with Lexi's brain blast, Duck's egg and Skye's energy cannon, knocked Massive off into the distance.

"My trophy!" Massive cried, as he flew off. He reached out to grab the trophy with his powers before he burst through the stadium walls and fell into the streets below while his trophy clung to the hole in the wall. "All right, I've had just about enough of-"

"What's the matter, don't like chili?" taunted Duck, who just threw an egg into Massive's face. "You wouldn't see me eating any of that stuff," Duck said casually.

"Oh, you want to lose a few pounds? I can help with that!" Massive said, sending Duck flying.

"Did you get him, Duck?" cried Lexi from above.

"I'm going to have to say no to that one."

"Come on down and join the party!" Massive said as he grabbed Lexi with his powers, bringing her down as she collided with Duck.

"Wait! Don't move, I think we're holding each other in place!" cried Duck as Lexi struggled to get out of his grip.

"Ew! My face is in your armpit!" shouted Lexi in annoyance.

"Now, where was I?" Massive looked up and saw his precious trophy sitting in the hole. "My trophy!" he exclaimed as he used his powers to bring it out of the hole and towards him. "Ha, when are they gonna learn? Massive always gets what he wants," he said with a smirk.

"You know you didn't win that!" said Ace, as he jumped onto the floating trophy, firing his laser beams at Massive. Massive fired his gravity at Ace, but he jumped out of the way and Massive ended up hitting the trophy instead, bringing it crashing down on top of him as a thick cloud of dust covered the area. Massive roughly pushed the trophy off him, but before he could do anything else, Ace locked the anti-gravity cuffs around his thick wrists. "You think these will hold me? You can't control gravity!" Massive shouted.

"Yeah, but they'll do for now," said Lexi.

"All right, the bad guy's been caught. Now let's get back in there and watch the rest of the game!" boasted Duck as the rest of the team groaned gave him disappointing headshakes. "What? I want my money's worth! Is that too much for an action her to ask?"

* * *

**I think the only reason I really did this episode was to bring Mist in. I wish I had thought of her sooner, then I could have incorporated her into story a bit more. But hey, can't win them all. Anyway, Mist might not return for the rest of this fic, but she might get a small cameo in the sequel. I've got a plan for her but it's rather small.**

**So I figured Skye and Tech would have playful banter now and then during missions. Haha.**

**Next Chapter - Anniversaries: The anniversary of the first comet impact is interrupted with a second comet is ready to finish Acmetropolis off for good.**

**Review!**


	12. Anniversaries

**Man, has it been two months since my last update? Goodness me! I just got really into this fic just now so I whipped up a chapter in my craze. This episode is mostly "The Comet Cometh" but since most of the episode overall wouldn't change with Skye's inclusion, I left out a majority of the chapter because it would basically be the same as the episode.**

**Thanks so much for all the reviews and wonderful support for this story and I hope you all continue reading and enjoying it ^^**

**I do not own Loonatics Unleashed, only Skye Wolfe and other mentioned OCs.**

* * *

**Normal POV**

"Welcome everyone to the first anniversary of the meteor's impact!" spoke the mayor of Acmetropolis. Hundreds of people were gathered in the main plaza today for a celebration and while the mayor addressed the crowd with her speech, the Loonatics stood on stage to her left. "The meteor changed a lot when it hit our planet and adjusting to those changes has been difficult for all of us. Fortunately, we have had help from seven extraordinary individuals who have watched over and protected us. So it is my honor to present-"

"Thank you, thank you!" boasted Duck, rudely cutting off the mayor as he snatched the plaque she held in her hands. "You know, there are just so many people who made this honor possible, but enough about them! As you know, there is a lot of hard work that goes into being a super action hero-" Duck held the plaque high above his head, admiring its quality when the mayor snatched it back out from his hands.

"This is for the team's leader!" she scolded Duck before clearing her throat and regaining her composure. "Ace Bunny!" she announced, calling forth the leader of the Loonatics.

Ace walked up to the mayor and accepted the plaque before turning to address the crowd. "Thank you, mayor. It's been an honor and I look forward to continuing to protect Acmetropolis along side my excellent team. Good thing it's not everyday that destruction rains… down upon us?" Ace stopped when he felt small but hard pellets land on his head. He looked up into the sky and saw hundreds of red-brown pellets falling from the sky.

"I don't remember this being on the forecast," said Skye.

"A hailstorm? And here I am without my umbrella," muttered Lexi, putting her arms up over her head to shield her hair.

Tech held out his hand as several pellets collected into his hand. He pushed the pieces around in his palm with his finger, examining them. "This isn't hail. These are rock pellets and they're not even from this planet." Tech looked up in the sky and exclaimed when he saw the large boulders cascading down from above, "it's a meteor shower!"

The Loonatics immediately began blasting meteors out of the sky while Rev zoomed all across the plaza, moving people to safety. Once the shower had subsided, the team returned to their tower to analyze the situation.

"You all remember when the meteor hit the planet last year right?" started Tech.

"Of course we do! It's what gave us our super powers… well most of us anyway," Duck retorted. Skye growled in annoyance and smacked Duck on the back of the head. "Hey! I didn't mean it like that!"

"Shhh, don't interrupt!" Skye scolded, signaling for Tech to continue.

"Well, the meteor that struck the planet last year was only a trial run in our case. There's another meteor on a direct crash course for Acmetropolis and it's at least five hundred times the size of the original."

"Oh isn't that just great! When this one hits, EVERYONE will have super powers. I don't need that kind of competition. It's hard to enough to get the stardom I deserve with the rest of your crowding my spotlight!" cried Duck.

"When this one hits, there won't be anyone to have super powers, Duck," added Lexi.

"You're absolutely right, Lexi." The Loonatics turned when they heard Zadavia's voice echo through the room and saw her hologram appear in the middle of their meeting table. "Acmetropolis barely escaped with their lives when the last meteor hit. You must stop this next meteor at all costs. The fate of the entire planet depends on it. This will be the greatest challenge you have yet to face and I have complete faith in you, Loonatics," Zadavia said, as her hologram disappeared.

"If we're gonna stop that meteor, we'll have to stop it before it gets close to the atmosphere. Tech, you think you can whip something up to help us with that?" asked Ace.

"Skye and I will get to work on something right away. In the meantime, I suggest you all prepare yourselves," said Tech, as he and Skye left for the lab.

"Good idea. Duck, I want you to keep monitoring in case another shower hits. The rest of you, do what you need to do to get ready," said Ace.

Nearly two hours passed since Tech and Skye disappeared into the lab. They hadn't emerged at all during those hours, meaning they were hard at work. When they finally did come out, they called the team to one of the landing bays just outside the tower. The team stood across from them as a large sheet covered what Skye and Tech had just completed.

"May I present to you the Tech E. Coyote Space Stream 8000!" Tech proudly announced as he pulled the rope and the white sheets gently slid off to reveal a large spacecraft.

"Kinda retro, isn't it?" asked Duck.

"No…" started Tech, preparing to prove Duck's initial judgment wrong, "in fact, it's exactly what we need to destroy that meteor."

"Shouldn't it have Skye's name in there too?" asked Lexi.

"Well, I did offer…" started Tech.

"It's fine," Skye said with a chuckle. "He did most of the work anyway and his face just lights up every time he says its name," she finished with a cheeky grin.

"Oh, if only the board back at Acme Tech could see me now," said Tech, reminiscing as the team boarded the craft. He gripped the steering wheel and flipped a few switches as the engines fired up. The Space Stream easily floated into the air and glided into space. "Perfect takeoff," Tech boasted.

"Great job, Tech!" cried Ace.

"It should be a smooth ride from here," said Tech.

* * *

A tall figure in a black suit entered a dingy and loud bar in the seedy underbelly of Acmetropolis. One look and it was clear to see that this person was a woman; the sleek curves of her slender figure should have been more than a clue to anyone. Her face was concealed by a black hood that extended into a scarf that flowed down her back. The end of a bright golden braid hung over her shoulder from inside the hood and rested just against her chest. Her most distinguishing feature, however, was the white robotic arm that sat firmly attached to her right shoulder.

Many of the bar patrons cast their eyes in her direction once they heard her enter. Silence soon followed, but the patrons quickly returned to their own activities as the bustling noises of glasses clinking and pool balls colliding resumed. She swiftly glided over to the bartender as he wiped down the bar with a dirty, grey rag. He noticed her arrival and put the rag away, preparing to take her order.

"What can I get you?" he asked in a low, throaty voice.

"I'm not here for drinks," she answered.

"It's either drinks or pool. I suggest you order something otherwise the locals won't take too kindly to… odd newcomers," he added with hesitance.

"I'm looking for someone."

"Aren't we all?" the bartender retorted.

"I'm in no mood for games. This is an urgent manner!" she said, slamming her fist into the bar, nearly splitting the wood.

The bartender sighed, feeling the situation grow uneasy. "I can see you're a lady with little time to spare, so I'll try my best to help you out."

The woman relaxed, and sat back in the stool. She quickly glanced around the bar, seeing that she had attracted much attention with her outburst, but returned her focus to the bartender. "A friend of mine told me that someone here was good at getting information."

"And who was this friend of yours?" the bartender asked in curiosity.

"Mist," she answered. She was suddenly brought out of her thoughts by the sound of chair legs roughly sliding across the floor. She turned around and saw three of the bar patrons walking over to her. Each was large and muscular and had tattoo, while one was missing a few teeth, and the other had several scars on his arms.

"You a friend of Mist's?" asked one that walked up them, clearly their leader, as he lightly punched his fist in his hand.

"She's an associate of mine and she owed me a favor," she answered with little emotion, standing her ground.

"Mist owes a lot of things to a lot of people. Like me, for instance."

"And you expect me to cover that… debt?"

"Well, I'm hoping you're pretty attractive under that hood because then we can think of a way for you to pay on Mist's behalf," he said with a snicker, earning an added laugh from his two friends. He lightly brushed his hand along her hood before the woman quickly grabbed his wrist and twisted his arm around behind his back and slammed his face into the bar with her other hand.

"Sorry, but I'm a married woman," she whispered. She heard the other two men behind her moving and quickly brought up her mechanical arm as a large blue blade of pure energy emerged from it. Both men instantly stopped as the tip of the blade nearly touched them. "I know you're all busy men, but I'm equally busy with my own schedule and I'd appreciate if you let me be on my way. I just polished my arm this morning and I'd hate to get it covered in blood again."

She released their leader and they quietly backed off, returning to their table while throwing glares at the other patrons that stared at them in a meek attempt to reassert their dominance that the woman had easily stripped in a matter of seconds.

"Now, as I was saying, I'm looking for someone who can get me information. I was told he bases himself here," the woman said, returning her attention to the bartender.

"He doesn't like to talk to anyone directly, but I can pass along the word and have something for you by this time tomorrow."

"I'm looking into the disappearance of Dr. Demitri Wolfe several years ago. I need to know everything related to it."

"He a friend of yours?" asked the bartender in curiousity.

"In a manner of speaking," she said, her eyes drifting over to the ring on her finger, though her hood hid this from the bartender. "What is your price?"

"Lady, you came in here and you just beat up Big Buddy and scared off his gang. I'd pay anything to see that so this one's on the house," he said, laughing with a wide grin.

"You have my thanks," she said, stepping off the stool. "I shall return tomorrow for my information," she said to the bartender as she left towards the door. Just as she placed her hand on the door, she turned around and cast a glare at the leader she had easily subdued, hereafter identified by the bartender as Big Buddy. He couldn't see her face, but he quickly averted his eyes when he saw her looking towards him. The woman smiled to herself before exiting the bar.

* * *

"The other charges are about to blow!" cried Tech, as he and the others strapped into their seats on the Space Stream.

"Duck!" shouted Ace, as Duck narrowly dove into the Space Stream as the hatch shut behind him. Once Duck was in, Tech wasted no time in firing up the engines and taking off. Just seconds after the Space Stream lifted off the meteor, the charges detonated and the force of the explosion propelled them forward with incredible force. When the smoke from the explosion subsided, the meteor had broken up into several smaller pieces that were now scattering in all directions.

"Well, whaddya know? It worked!" rejoiced Ace.

"You say that like you're surprised," said Tech.

"I'm just glad that's over. We survived one meteor and I was hoping that we wouldn't ever have to face another," said Skye, breathing a sigh of relief.

"Excellent work Loonatics. All of Acmetropolis is breathing a sigh of relief thanks to you all," said Zadavia, her hologram appearing in the center of the ship.

"Didn't think we could do it, huh boss lady?" asked Duck sarcastically.

"Oh come now, Duck. I've always had faith in the team," she said with a light chuckle. "Well, most of the team."

"The mission may be accomplished, but this whole thing has got me thinking. What was that cosmic energy? It was no coincidence that it kept showing up whenever we got close to destroying the meteor. I've got a feeling that something big is going on... something really, really big," said Ace.

* * *

"Twice now I have tried to destroy Acmetropolis! The first time I underestimated the meteor's effect. And the second time, I find I am thwarted by this band of Acme heroes," a man with purple and white hair growled in anger and impatience as he viewed footage of the meteor's explosion while his body was surrounded by a glowing aurora of energy.

"If you're so desperate, why don't you just go down there and do it yourself!" shouted a voice from a tall, dark grey wolf in an old and tattered lab coat who stood in the middle of a small cell.

"Silence! If I were to go down there myself and destroy her with my own two hands, it would cause panic among the planet. And as much as I love panic and chaos, I cannot risk involving Freleng. Once Zadavia is out of the way, my home planet will have no choice but to place the only living heir on the throne. But if I am to take the throne, I cannot allow the Council of Freleng to know that I killed Zadavia to get it."

"I don't care about what's going on on your planet! Please, I just want to go home! I have a wife and a daughter and they're both probably very worried about me. You said you'd let me go once I finished building your robots!" the man pleaded.

"It seems that things are no longer in your favor, Dr. Wolfe. While I had considered letting you go free, things have changed."

"What do you mean? You gave me your word!" Wolfe shouted, nearly gripping the bars that kept him caged in anger, but remembering at the last second that they would electrocute him if he touched them.

"You should have learned by now that my word has no value or meaning. Your daughter has become too close; Zadavia has recruited her to this Acme hero group and if I were to let you go now, all you would do is lead them here and the time is not yet right."

"Wh-what? Skye's-" started Wolfe, his eyes wide in bewilderment.

"Yes it seems my dear sister has formed a group of rag tag heroes to do her dirty work for her, your daughter being among their recruits. She will have to share their fate," he said, with a cruel laugh.

"No! Don't you dare touch my daughter! You won't get away with this!" Wolfe shouted.

"How very little you know..." he responded as his wicked cackle echoed along the metal walls of his base.

* * *

**Well now we're getting somewhere aren't we? So rather than having most of the episode's content cut out making for a rather short chapter, I thought I'd throw in something different. Also thought it would be fun to just throw Mist in there for a cameo. I hope you enjoyed it.**

**Next Chapter - Dynamic Duo: Lexi and Skye are fed up and eel like the boys don't appreciate everything they do for the team. So, they decide to quit and form their own crime fighting team. Meanwhile, the boys realize just how much the girls did and try to prove that they don't need the girls.**

**Until next time!**


	13. Dynamic Duo

**Sorry it's been so long, but I've been trying to work out how to structure this chapter as well. Anyway, I hope you enjoy this chapter and apologies for the long wait. I'm also regretting having ever called this Shades of Gray because of 50 Shades of Grey now. But I suppose it's too late to change the title.**

**I do not own Loonatics, only Skye and other mentioned OCs.**

* * *

Duck strolled into the kitchen of the Loonatics tower and carelessly tossed another dirty dish into the sink, which was already overflowing with dishes covered in food stains and left over crumbs.

"Hey, would it kill you to put those dishes in the dishwasher?" cried Skye.

"Oh relax, it's not like dirty dishes are going to rise up and take over the city!" remarked Duck, walking over to the couch to join the rest of the guys as they were watching another Basherball game. "And even if they did, Danger Duck would put a stop to it!"

"I'm gonna kill that Duck, I'm gonna kill that Duck," Skye muttered as she began digging through the dirty dishes and cleaning them. Some were left in there for nearly a day and it took more strength than usual to scrub the old food remains off. She ended up scrubbing it so hard that the dish snapped in two against the metal of her robotic hand.

"Duck not doing the dishes again?" asked Lexi, walking up to Skye while cleaning up the broken pieces of the plate.

"Tell me about it! And it's not just him, it's all the guys. I swear it's like Tech is the only one of them who can clean up after himself!"

"You know, with the way you talk about Tech, I can't help but wonder if there's… something more going on between you two," Lexi said with a cheeky smile.

"Wh-what are you talking about?" Skye asked, pretending to not know what Lexi was talking about.

"Oh come on, you think with this super hearing I don't hear everything going on in this tower?" Lexi asked, pointing to her ears.

"E-everything? I mean, h-how long have you known?" Skye whispered, trying to keep the boys from listening, which seemed like it wasn't going to be a problem since they were so focused on the game.

"Quite a while now. I'm actually surprised you didn't tell me about it sooner. I'm hurt in fact!" Lexi scoffed, feigning offense.

"I wanted to tell you, but Tech and I agreed it would be better for the team if we just kept it between ourselves," Skye explained.

"I'm only joking around! But you guy certainly did a good job of trying to keep it secret from Rev. I understand and don't worry, your secret's safe with me," Lexi said with a wink.

"Thanks. So what's that you got there?" Skye asked, referring to the digital notepad in Lexi's hand.

"Oh, this is just a report on our latest mission."

"Report? Wait, we have to write reports? Nobody told me that!"

"Relax. Zadavia takes care of most of the paperwork but this is just a report she asks for to account for any damage that was caused during any fights that break out between us and the baddies. You know, so we can account for property damage during a fight."

"And you do this after every mission?" asked Skye.

"Every single one."

"Why doesn't Ace do it?"

"That's exactly what I wonder most of the time. Why does this report always end up coming back to me? I've missed the whole last season of my favorite show just to get these reports to Zadavia! I have to go through hours of security footage to make sure I've accounted for everything!"

"And yet you fill it out each time?"

"That's me. I'm such a giver. Seriously, what would the guys do without us?" asked Lexi.

"Tell me about it. Do you know how many times I've had to tidy up the kitchen and living room each day? I mean, my dad was a robotics expert so he was pretty messy. He had his research papers lying all over the place, but I'm not used to picking up after a bunch of slobs!"

"You mean a bunch of babies?" retorted Lexi.

"You always know how to bring a smile on my face," Skye said with a laugh.

"Hey Skye! Could you be a doll and bring some plates over here?" cried Duck from the couch.

"Why don't you come here and get it yourself?" Skye responded gritting her teeth.

"Uh, I'm in the middle of something. Duh!"

"Then it's too bad there's no clean plates for you to use! I told you yesterday to clean the dishes Duck!"

"Why would I do that when I know you're going to anyway? And Lexi make sure you finish that report. It's not going to do itself!"

"That's it! I'm going to skin you and turn you into a peking duck!" Skye shouted, fighting against Lexi's grip to get to Duck.

"Whoa-whoa, what did I do?" Duck cried.

"Do you have any idea how many times I have to clean up the kitchen and the living room after you guys make such a mess of it?"

"Oh you're just overreacting," said Duck.

"Yeah, it can't be that bad," added Ace.

"Oh like you would know," retorted Lexi.

"What's that supposed to mean?" Ace asked.

"Why am I always filling out these reports to Zadavia? You're the team leader, so you should be filling them out but they always get passed along to me!"

"You guys always take advantage of us! You never appreciate everything we do for the team and I'm sick of it!" shouted Skye.

"Yeah, Skye's right. We do so much work here and none of you guys appreciate it! You know what, I quit! I can't live like this!" Lexi yelled.

"I quit too!" added Skye.

"What? You can't be serious!" cried Ace.

"Yeah, don't you think you guys are overreacting just a bit?" asked Tech.

"I know we're a bit messy, but quitting the team?" asked Ace.

"A bit messy?" started Skye, "A BIT MESSY?" she added, emphasizing her words with rage and anger in her tone. "Yesterday, I had to clean pancake batter off the ceiling because Duck thought he could cook better the host of that cooking show! And while I was cleaning up his mess, some batter got into my hair! Do you know how long it takes to clean sticky, wet batter out of long hair?"

"It was just pancake batter," said Ace.

"Pancake batter made by Duck!" Skye shouted back. "Ergo, it could have qualified as biohazardous materials that qualified for use in nuclear warfare!"

"Yeah and it's not just the messes. I've been stuck doing all this paperwork for months and I barely have time for myself anymore!" cried Lexi. "You can't keep taking advantage of us like this and expect us to go along with it like everything's ok!"

"Oh please, they're not really going to quit," boated Duck.

"Are you so sure about that, Duck?" asked Ace as Skye and Lexi came out of their rooms minutes later with their bags packed and their rooms completely cleared of possessions.

"You guys aren't really leaving right? This is a joke, isn't it?" asked Ace. "We can work something out. You guys don't have to quit!"

"Oh let them quit! I say it's about time this team became a boy's club!" said Duck. "We don't need any girls."

"You're not helping the situation, Duck," scolded Tech.

"Oh, I wasn't trying to."

"We'll be at my dad's old apartment if you need us. Just make sure you call first," said Skye as she and Lexi left. The boys stood there, staring at the elevator door, waiting for it to open back up with the girls coming back, but the door didn't move at all.

"They really gone…" muttered Slam.

"What's wrong with you guys? This is great! There are some many things I've wanted to do that those two gals wouldn't let me! This is our opportunity to turn this team into the boy's club it was meant to be! I'm thinking an all you can eat buffet," Duck started, as Slam enthusiastically agreed at the mention of a buffet, "converting the living room in an all night party room filled with the ladies."

"But you just said you wanted this to be a boy's club. If girls are here, that kinda defeats the purpose of a boy's club doesn't it?" asked Rev.

"Yes, but those ladies don't live with us and we don't have to wake up in the morning with them. It's the perfect plan."

"So we're not actually quitting the team, are we?" Skye asked, as she and Lexi unpacked in Skye's old apartment.

"Of course not. We're just going to let the boys drive themselves crazy without us before they come crawling back on their hands and knees begging us to come back," Lexi replied with a smirk.

"Lexi, you are one devious, devious little bunny," Skye smirked.

"It's a gift." After they finished settling into the apartment for a second time, Skye spoke up.

"So I guess we just wait for them to come and apologize?"

"Yeah, this is kinda boring. Hey let's sneak over and see how crazy they're going without us!" Lexi declared, as the two set out for the tower. "Are you in yet?" Lexi asked, hovering over Skye as they stood on the street just by the walls of the base of the tower.

"Lexi, you can't rush things like this otherwise I'll mess up and we won't get in at all! Now hush!" Skye scolded, vigorously typing into a small keypad that was plugged into a power console on the side of the Loonatics tower. "Remind me to give my regards to Tech, this security system is incredibly intricate…" she muttered.

"Yeah, you can talk about how great your boyfriend is later," added Lexi.

"And… there! I'm in. Let's see… main lobby security camera access… granted!" Skye exclaimed, grinning to herself in pride.

"What the? That can't be right. Are they having a party?" Lexi asked, watching the video feed.

"I guess they really didn't need us after all…"

"Nu-uh, no way. This is not how it ends. We are gonna prove to them that they need us more than they think!"

"And how exactly are we supposed to do that?" Skye asked.

"Do you still have those bionic suits you modified when we fought Poison Oak?"

"Yeah… Would this have anything to do with that cheeky glint I'm seeing in your eyes right now?" Skye asked.

"Oh, it has everything to do with the cheeky glint in my eyes. We're gonna show those boys one way or another that they are lost without us."

* * *

"Remind me why you had to drag us away from the oh so wonderful party I set up?" Duck groaned.

"Duty calls, Duck. Some thieves got into the weapons lab and got away with a new weapons prototype. If we don't get it back, a lot of people are gonna get hurt," replied Ace.

"I looked into the weapons lab's records and the prototype they stole hasn't been cleared for field testing yet. It was only recently constructed after all the theoretical work was done. There's no telling what could happen!" added Tech.

"Well then that means we'll have to be extra careful. Rev, you focus on getting that weapon away from the thieves and back to the weapons lab. We can't risk anything going wrong with it. Once it's safely out of range, we'll move in and apprehend the thieves."

"Or not…" said Duck, as they arrived on scene only to discover the flashing lights of various police cars on scene while the thieves were already being loaded into the back of a police van.

"What the?" started Ace.

"Oh glad you guys could finally make it," Lexi said, walking over to the boys. "Yeah, we heard about the robbery and since we were in the area, we thought we'd handle."

"Turns out, Lexi and I make a pretty good team without the rest of you!" Skye chirped.

"In the area?" asked Ace.

"Yup," Lexi replied.

"And you just so happened to have your bionic armor on hand?"

"You betcha!"

"Oh please, this is just a sad and pathetic attempt by the girls to prove they're better than us! But it won't work! So why don't you two be good ladies and just come back to the tower and clean up like you're supposed to?" Duck rambled.

"Like we're supposed to?!" Lexi shouted. She jumped forth, her hands ready to strangle Duck but Skye easily held her back as Duck jumped back and whimpered in fear.

"Look Lexi, Skye, you've both made your point. We're a team and we're sorry," said Ace.

"Not good enough, Ace. We want to hear the apology from Duck," Lexi responded, pointing her finger at the foul.

"Well then I guess that means we're never gonna resolve this…" muttered Tech.

"Haha, do you honestly think I'm going to apologize? Danger Duck never apologizes because he's never wrong! And you can take that to the bank!" Duck proudly and arrogantly declared.

"Well then, I hope one of you knows how to do the dishes and cleaning every day," said Skye.

"E-every day?" Duck asked.

"Every, single day," Skye replied, with emphasis.

"That's cool… I can totally handle it, one hundred percent," Duck responded, playing it cool, refusing to give in to the girls.

"From now on, we're our own crime fighting team!"

* * *

**Hope you enjoyed it. Any suggestions for the next chapter in which they reunite as a team are welcome! Also, I am NOT taking OC requests to be included in my story.**

**Next Chapter - One for All: Skye and Lexi fall into some trouble and the boys must save them.**


	14. One for All

**I know it's been an even longer time since I uploaded this, but here is the next chapter. I might have mentioned what I was originally planning for this, but as I thought back to it, I didn't really like it so I went with something simpler. **

**Recap: Skye and Lexi are fed up with the boys and feel that they don't appreciate everything they do for the team. So, they leave to form their own crime fighting duo and end up doing a better job than the boys.**

**I do not own Loonatics Unleashed, only my characters and anything I write that was not originally in the show.**

* * *

"Ah… this is the life: no loud girls messing with my style. Just a cool bachelor pad!" Duck sighed, leaning back onto the couch and putting his feet up on the table.

"This isn't supposed to be a bachelor pad, Duck. And the girls only left because of you!" Tech scolded, "And have you noticed how much of a pigsty this place has turned into since they left?"

"Please, they'll be back crawling on their hands and knees begging us to let them come back by the end of the day!" he boasted.

"Eh, I'm not so sure about that Duck. The girls have been gone for a week AND they're doing a better job at fighting criminals than us! By the time we find out about something and get there, Skye and Lexi will have already caught the crooks!" said Ace.

"They wanted to prove that you guys didn't give them enough credit and they did," added Tech.

"Hey now, don't you mean we?" Duck eyed Tech suspiciously.

"Actually no. I agree with Skye and Lexi."

"What? You traitor!" Duck exclaimed in an overdramatic tone, jabbing his beak right into Tech's face.

"I'm not a traitor and Skye and Lexi are both right. They do most of the work when we're off duty and none of you guys even give them as much as a 'thank you'."

"And you do?" asked Ace.

"Let me put it this way: every morning when you guys come out for breakfast, the machines are all prepped and the food is all ready. That's because Skye gets up earlier than the rest of us to get everything ready. And since I spend my mornings in my lab, she brings me my breakfast and I thank her every single time."

"I knew it! They got to you didn't they? What did they offer you? Tickets to a Basherball game, Galaxyfest? What?" Duck cried.

"They didn't offer me anything. I just agree with them. Look Duck, you started this problem and you're the only one who can fix it. The girls aren't going to come back until you apologize to them and admit that we need them."

"Never!" Duck insisted.

"Then you've dug your own grave. Look, I'm not going to sit here and argue with you guys either. I'm going for a walk," Tech said, making his way towards the elevator.

"Tech's got a point, Duck. You drove the girls away. You might as well do their chores: the dishes need cleaning," said Ace.

"Oh all right. Let's see, add one cup of detergent… Pshaw, yeah right. I'll throw in all the soap and that'll clean everything in a second!" Duck boasted, pouring all the detergent into the dishwasher.

"Uh, Duck I don't think you're supposed to put that much soap in-"

"Sh, let him figure it out," said Ace, interrupting Rev.

"Heheheh, Duck stupid," blubbered Slam.

* * *

"Are you serious?" cried Lexi.

"Duck actually thought that if he put more soap into the dishwasher that it would clean faster?" Skye asked.

"You should have seen it when the dishwasher practically exploded on him! He was covered in bubbles! And the dishes weren't even clean; he set it to the wrong cycle. And then… And then he tried to clean it with his eggs!" Tech bellowed, barely able to hold in his laughter while Lexi and Skye leaned so far back into their chairs in laughter that they nearly fell backwards. "The same thing almost happened to me when I was watching it through the security footage in my lab!"

"Oh, I wish I could see it!" Skye said, wiping a tear from her eye.

"Oh, but you can! I sent you both a copy from the security cameras."

"Skye, if you're not going to say it, I will! Best boyfriend ever! HA!" Lexi cheered.

"You got that right," she said, kissing Tech on his nose.

"I should get back to HQ. The guys'll probably get suspicious."

"All right, talk to you soon and thanks for the gear!" Skye waved. "It's nice of Tech to give us some equipment. There's honestly only so much I can do. I'm more of a theoretical mind; Tech's the practical one."

"That's because unlike the rest of those boneheads, Tech actually agrees with us. And thanks to him, we're not falling for Duck trying to trick us into thinking that they are better off without us."

They recognized Zadavia's incoming tune and pressed the button on their communicators as Zadavia's hologram appeared over them. "Ladies, I've just received a message that one of the trains of the Underground Tram Expressway is caught in the middle of a cave-in. The tunnel is collapsing and people are trapped on the train. You must get them out before the tunnel collapses and they are trapped."

"We're on it Zadavia!"

Getting to the tunnel was easy enough. Stations were frequent and they easily dashed down the tunnels with the rockets of their bionic suits. They spotted the train car ahead and saw a large piece of debris on the track that kept it from moving forward.

"I'll start getting people off here. You head to the other end and do the same, then we'll meet in the middle!" Lexi ordered.

"Got it! Be careful of the debris. It doesn't look like the supports will hold long." Lexi and Skye forced the doors of each cart open and helped all the trapped passengers out. "That's all of them, let's get out of here!" But before they could start up their rockets, part of the tunnel in front of them collapsed, blocking their way out.

"No problem, I'll Brain Blast our way through!"

"No, Lexi wait!" However, Skye was too late. Lexi's Brain Blast struck the debris, which made the ground around them shake with a fury. Cracks rippled through the tunnel above them as more debris broke off and surrounded them. "Get down!" Skye cried as she and Lexi ducked to the ground and covered their heads with the arms. When the earth finally stopped shaking, they carefully lifted their arms and stood up. "That last Brain Blast much have set off a chain reaction."

"We're caved in. Best to avoid the Brain Blast until we get out," said Lexi. "Speaking of which, how do we do that?"

"Well we can't blast out way out without burying ourselves and suffocating, so we'll just have to dig," answered Skye.

"That'll take days! Weeks even!"

"It's our only chance."

* * *

"Loonatics, we have a problem," Zadavia's hologram appeared on the television screen.

"A problem that the girls don't already know about?" asked Duck.

"This problem concerns them. One of the train cars of the Underground Tram Expressway became trapped as the tunnel structures began collapsing. Skye and Lexi were able to evacuate the passengers, but they are now trapped beneath the debris," she explained.

"Hang on, how come we didn't know about this earlier?" Ace asked.

"Because I informed Skye and Lexi first."

"What? Why would you do that?" Duck shouted before quickly stammering and recomposing himself, "I mean, why did you do that, madam?"

"Skye and Lexi told me of your treatment of them, Duck. I am not one to tolerate gender inequality. I fully supported them and provided them with news before you so as to help them teach you all an important lesson. Well, all of you except Tech that is. Where do you think they got all their equipment from?"

"Tech… you traitor!" exclaimed Duck in an overdramatic tone.

"I'm not a traitor! I already told you that I agreed with Skye and Lexi's point, so of course I would supply them with gear!"

"Plus Skye's his girlfriend so he has to support her!" exclaimed Rev, before quickly clamping his hands on his mouth.

"WHAT?" cried Duck, Ace and Slam.

"Rev, I'm going to kill you!" Tech ran over to grab Rev, who quickly zoomed across the room and out of the way.

"Hang on, you and Skye are dating?" Duck cried, his jaw dropping.

"That is for another day. Time is of the essence Loonatics. Zadavia out."

* * *

"Man, I need a break. We've been digging for hours!" exhaled Lexi, plopping onto the ground in exhaustion.

"Yeah, and you've gotten nowhere. Typical girls." Skye and Lexi turned when they heard the familiar sound of Duck's Quantum Quack and saw the duck standing behind them.

"Duck! What are you doing here?" asked Lexi.

"Uh, rescuing you of course. Nice job of getting yourselves stuck by the way," Duck said, examining his nails.

"At least we got here in time to get all the people out!" Lexi retorted.

"So are you going to get us out of here or what?" Skye asked.

"Maybe… if you apologize."

"Apologize for what?" Lexi asked, insulted.

"For throwing a stupid girl fit and wasting all our time with this silly point of yours!"

"It's not a silly point!" Skye added.

"You know, Duck," said Lexi as she grabbed Duck's forearm, "this tunnel isn't that stable. I could accidently fire of a Brain Blast or Skye's arm might malfunction and this whole place could come tumbling down on top of us."

"Yeah," said Skye, putting her arm around Duck's shoulder, "Lexi and I might manage to make it with our bionic armor, but you'd be squashed like a bug!"

"All right, all right! But I won't do anymore dishes!" Duck declared.

"It's either that or the laundry. And you know how stinky Slam's laundry is," said Skye with a wink.

"All right… deal," Duck conceded as he quacked himself and the girls out of the tunnel.

* * *

"So I guess what we're trying to say is that we're sorry and you were right. We're lost without you two," said Ace as the two girls sat on the couch before him.

"That's good, Ace, but we'd like to hear it from Duck," said Lexi.

"Ugh… I'm sorry and you both are right. We're lost without you," he muttered.

"We accept your apology," said Skye.

"Now back to more important business: you and Tech are dating?" Duck asked.

"What? How did you-?"

"Rev just couldn't keep his mouth shut," Tech muttered.

Skye turned her head sharply to Rev, glaring at him before jumping out of her seat. "I'll filet you alive!" she shouted as Tech and Ace held her back and Rev zoomed out of her path.

"There's no point, Skye. The cat's out of the bag," said Tech.

"Well I'm happy for you both, just uh, don't let it interfere with the job, eh?" said Ace.

"Of course," Tech and Skye said in unison.

"I still can't believe it…" muttered Duck.

"Believe what, that I have a girlfriend?" asked Tech.

"Not just that, but that you got a girlfriend before me! I'm clearly the most attractive member of the team! I'm a perfect 10!" Duck exclaimed.

"You're a solid 3 and that's with being a Loonatic," said Lexi as the rest of the team laughed with her.

* * *

**Well I hope that was enough to satisfy you guys for a while. Again, sorry for the long wait. **

**Next Chapter - Competition: The Loonatics are charged with protecting a princess while her planet is ravaged by civil war. The princess takes an immediate interest in Ace, putting strain on his relationship with Lexi.**


End file.
